Representations of the 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act. C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets. F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 8 contracts
Samples: Sub Advisory Agreement (ALPS Variable Investment Trust), Sub Advisory Agreement (ALPS Variable Investment Trust), Sub Advisory Agreement (ALPS Variable Investment Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents and warrants to the Investment Adviser and agrees the Trust 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, the Advisers Act or other applicable 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codepermit the Investment Adviser or the Trust, and annually will provide copies of internal their employees or external assessments that include descriptions of testing of, and their agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Actcode of ethics.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Fund’s Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 8 contracts
Samples: Investment Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s).
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Company and the Adviser with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and ADV Part 2 and promptly will furnish a copy of all amendments to the Company and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Company and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser, in each case prior to such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Company, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will immediately notify the Adviser of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage as determined by industry standards.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 8 contracts
Samples: Investment Sub Advisory Agreement (RBB Fund, Inc.), Investment Sub Advisory Agreement (RBB Fund, Inc.), Investment Sub Advisory Agreement (RBB Fund, Inc.)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report 's code of ethics.
D. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV Part I, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and ADV Part II and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser and Adviser's ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 6 contracts
Samples: Interim Investment Sub Advisory Agreement (BHR Institutional Funds), Investment Sub Advisory Agreement (BHR Institutional Funds), Investment Sub Advisory Agreement (BHR Institutional Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long during the term of this Agreement;
(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as this Agreement remains in effectrequired by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (ii“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto;
(v) It has delivered to the NB Parties copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto;
(vi) It is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met Agreement 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company to a Fund pursuant to Section 9(a) of the 1940 Act or otherwise.other applicable law, rule or regulation;
B. The Sub(vii) It shall use no material, non-Adviser has adopted a written code public information concerning portfolio companies that may be in or come into its possession or the possession of ethics complying with the requirements any of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and its affiliates or employees, nor will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify seek to obtain any such information, in providing investment advice or investment management services to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s Series; and
(“CCO”viii) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain It maintains an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 5 contracts
Samples: Sub Advisory Agreement (Neuberger Berman Alternative Funds), Sub Advisory Agreement (Neuberger Berman Alternative Funds), Sub Advisory Agreement (Neuberger Berman Alternative Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (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, Act; (ii) is not prohibited by the 1940 Act, the Advisers Act 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 remains in effect, any other applicable federal or state requirementsfederal, or the applicable requirements of any regulatory state, regulatory, or industry self-regulatory agency necessary to be met in order to perform agency’s requirements, from performing the investment advisory services contemplated by this Agreement, Contract; (iviii) has the full power and authority to enter into and perform the services contemplated by this Agreement, and Contract; (viv) will promptly notify the Investment Adviser of the occurrence Manager of any event that would disqualify the Sub-Adviser from serving providing, or impair the Sub-Adviser’s ability to provide, investment advisory services as an investment a sub-adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwisea provision of the Advisers Act; and (v) will immediately forward upon receipt to the Manager, for itself and as agent for the Trust, any correspondence from the SEC or other regulatory authority that directly relates to the Series or Segment and any response thereto from Sub-Adviser.
B. (b) The Sub-Adviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser has provided Manager and the Trust Board with a copy of such code of ethics. Manager acknowledges receipt of Sub-Adviser’s current code of ethics. In the event of a material violation of the Sub-Adviser’s code of ethics, the appropriate compliance person of Sub-Adviser shall notify the Manager reasonably promptly of the nature of the violation and any actions taken as a result of such violation. Within forty-five (45) thirty days of the end of the last calendar quarter of each full or partial year that this Agreement Contract is in effect, and effect (or more frequently if required by Rule 17j-1 or as otherwise requestedthe Trust may reasonably request), the appropriate compliance person of Sub-Adviser shall certify provide any certifications required by Rule 17j-1, as in effect from time to the Investment Adviser and the Trust time, to Manager that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the (c) The Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by provided Manager with a copy of its Form ADV (including Part II thereof), as most recently filed with the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 ActSEC, and undertakes to provide amendments to its Form ADV reasonably promptly following the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio filing of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance such amendments with the terms hereofSEC.
Appears in 5 contracts
Samples: Sub Advisory Contract (Rs Investment Trust), Sub Advisory Contract (RS Variable Products Trust), Sub Advisory Contract (RS Variable Products Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser: (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any claims in excess of twenty percent (20%) of the coverage amount will be made on one or more of its insurance policies.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as reasonably practicable, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of trade errors made by the Sub-Adviser in connection with its management of the Fund.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 4 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust)
Representations of the 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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 Investment Company Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Investment Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Actcode of ethics.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Investment Company Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio Fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 4 contracts
Samples: Sub Advisory Agreement (ALPS ETF Trust), Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (ALPS ETF Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. 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, .
b. The Sub-Adviser (i) has all requisite power and authority to enter into and perform its obligations under this Agreement and (ii) has taken all necessary corporate action to authorize its execution, delivery, and performance of this Agreement. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser or any of its affiliates are a party.
c. Neither the Sub-Adviser nor any “affiliated person” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act. The Sub-Adviser (i) is not otherwise prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, Agreement and (iiiii) 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, requirements or the applicable requirements of any regulatory or industry self-regulatory agency (including any licensing or registration requirements), necessary to be met in order to perform the services contemplated by this Agreement, (iv) has .
d. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify requirements imposed upon the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseby applicable law and regulations.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. e. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions insurance coverage in an amount not less than its current level of coverage and shall provide written notice to the Fund (i) of any material changes in its insurance policies or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely coverage or (ii) of any material claims made on Rule 17a-10its insurance policies. Furthermore, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolioshall, if anyupon reasonable request, (ii) other sub-advisers to any other portfolio of provide the Trust, or (iii) other sub-advisers to an investment company under common control Fund with any Portfolio, information it may reasonably require concerning transactions for a Portfolio in securities the amount of or other assetsscope of such insurance.
F. This Agreement is a valid and binding Agreement of f. Except as otherwise specified herein, the Sub-Adviser, enforceable against it in accordance with Adviser will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the terms hereofwritten consent of the Fund and the Investment Manager.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund), Investment Sub Advisory Agreement (AFA Multi-Manager Credit Fund), Interim Sub Advisory Agreement (Cliffwater Corporate Lending Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV Part 1 and Part 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Roxbury Funds), Investment Sub Advisory Agreement (Roxbury Funds), Investment Sub Advisory Agreement (Roxbury Funds)
Representations of the 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser Adviser, or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codecode of ethics, and annually will provide copies of internal or external assessments that include descriptions of testing of, and the Sub-adviserAdviser’s compliance with itswith, Code its code of Ethicsethics, including the Sub-Adviser’s Chief Compliance Officerchief compliance officer’s (“CCO”) annual report required under by the Advisers Adviser Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio Fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Sprott Funds Trust), Sub Advisory Agreement (Sprott Funds Trust), Sub Advisory Agreement (Sprott Funds Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents and warrants to the Investment Adviser and agrees the Trust 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, the Advisers Act or other applicable 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codepermit the Investment Adviser or the Trust, and annually will provide copies of internal their employees or external assessments that include descriptions of testing of, and their agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Actcode of ethics.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfoliothe Fund, if any, (ii) other sub-advisers to any other portfolio fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfoliothe Fund, concerning transactions for a Portfolio the Fund in securities or other assets. The Sub-Adviser may utilize Rule 17a-7 as long as it complies with the Trust’s Rule 17a-7 policies and procedures.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust)
Representations of the 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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 Investment Company Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser Adviser, or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codecode of ethics, and annually will provide copies of internal or external assessments that include descriptions of testing of, and the Sub-adviserAdviser’s compliance with itswith, Code its code of Ethicsethics, including the Sub-Adviser’s Chief Compliance Officerchief compliance officer’s (“CCO”) annual report required under by the Advisers Adviser Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio Fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 3 contracts
Samples: Sub Advisory Agreement (ALPS ETF Trust), Sub Advisory Agreement (ALPS ETF Trust), Sub Advisory Agreement (ALPS ETF Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment Adviser Advisor 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Fund and the Advisor if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision, and such disclosure is not restricted by applicable law or regulation.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser Advisor and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust Advisor that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the The Sub-Adviser shall further provide the Adviser with relevant sections of its Code of Ethics for review of the Advisor, upon reasonable periodic certifications regarding compliance request of the Advisor.
D. The Sub-Adviser has provided the Fund and the Advisor with a copy of its CodeForm ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and annually promptly will provide copies furnish a copy of internal or external assessments that include descriptions of testing of, all amendments to the Fund and Sub-adviser’s compliance with its, Code of Ethics, including the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Fund or Members of the Management Committee of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its Affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (BlueBay Destra International Event-Driven Credit Fund), Investment Sub Advisory Agreement (Destra International & Event-Driven Credit Fund), Investment Sub Advisory Agreement (Destra International & Event-Driven Credit Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Fund and the Adviser with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Fund and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Fund or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its Affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Infinity Core Alternative Fund), Investment Sub Advisory Agreement (Infinity Core Alternative Fund), Investment Sub Advisory Agreement (Infinity Core Alternative Fund)
Representations of the 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio each Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult concerning transactions for a Fund in securities or other assets with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 3 contracts
Samples: Sub Advisory Agreement (ALPS Series Trust), Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 1940 Act) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser: (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any claims in excess of twenty percent (20%) of the coverage amount will be made on one or more of its insurance policies.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusterrors, or (iii) other sub-advisers to an investment company under common control with any Portfolioincluding trade errors, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser in connection with its management of the Fund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 3 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser adviser represents, warrants and agrees covenants as follows:
A. a. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and is qualified in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it.
b. It has full power and authority to enter into this Agreement and to perform its obligations under this Agreement.
c. This Agreement has been duly and validly authorized, executed, and delivered by it and is enforceable against it in accordance with its terms.
d. The Sub-Adviser 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, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this 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 notice promptly to the Adviser of any such violations relating to the Fund; (v) has materially met and will seek to continue to materially 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 full power and authority to enter into and perform the services contemplated by this Agreement, agency; and (vvi) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. e. The Sub-Adviser adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such the code of ethics. Within forty-five (45) 60 days of the end of the last each calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a duly authorized officer of the Sub-Adviser adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser adviser, including its personnel, has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon The Sub-adviser will report quarterly, in reasonable detail, any material violations of law or the written request Sub-adviser's code of ethics related to the Fund, or matters impacting the Sub-adviser's ability to comply with applicable law or the Sub-adviser's ability to perform under this Agreement, and the action taken in response to such violations or matters.
f. To the best of its knowledge, there are no pending, threatened, or contemplated in writing actions, suits, proceedings, or investigations before or by any court, governmental, administrative or self-regulatory body, board of trade, exchange, or arbitration panel to which it or any of its directors, officers, employees, partners, shareholders, members or principals, or any of its affiliates is a party or to which it or its affiliates or any of its or its affiliates’ assets are subject, nor has it or its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of its or their activities which might reasonably be expected to result in a material adverse change in its condition (financial or otherwise), business, or which might reasonably be expected to impair its ability to discharge its obligations under this Agreement.
g. It has all governmental, regulatory, self-regulatory, and exchange licenses, registrations, memberships, and approvals required to act as an investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approvals.
h. The Sub-adviser will provide the Adviser and the Fund with a copy of its Form ADV Parts 2a and 2b and promptly furnish a copy of all amendments thereto to the Adviser and the Fund.
i. The Sub-adviser will promptly notify the Adviser if any one of the Investment following individuals cease to participate directly in the day-to-day management of the Sub-adviser: Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxxx Xxxxxx, and Xxxx X. Xxxxxx; provided, however, that the Sub-adviser may, from time to time, provide written notice to the Adviser of a change to the then-existing list of key persons and such change shall be deemed agreed if not disputed in writing by the Adviser within thirty (30) days of receipt of such notice from the Sub-adviser.
j. The information provided by the Sub-adviser to the Adviser or the TrustFund in writing shall not, to the knowledge of the Sub-adviser, contain an untrue statement of a material fact or omit to state a material fact necessary to make the information not misleading.
k. If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties in this Agreement inaccurate or incomplete in any material respect, it will provide immediate written notification to the Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto, and it is agreed that the failure to provide such notification of the failure to continue to be in compliance with the foregoing representations and warranties shall be deemed a material breach of this Agreement.
l. The Sub-adviser will not invest the Fund’s portfolio in any Portfolio Fund that does not provide the Fund and the Adviser with the position-based portfolio level transparency that is necessary to generate the reports under Section 9(m) on an ongoing basis, either directly or through a Transparency Aggregator, and further provided that such information shall be supplied by an independent third party, such as the Portfolio Fund’s custodian, prime broker or administrator, and not by the Portfolio Fund itself or its Portfolio Manager. For the avoidance of doubt, “position-based portfolio level transparency” refers either to individual positions of Portfolio Funds supplied to the Sub-adviser and the Adviser by an independent party or to aggregated information at the Portfolio Fund level (and not transparency to individual positions of Portfolio Funds) supplied to the Sub-adviser and the Adviser by a Transparency Aggregator based upon individual positions of Portfolio Funds supplied to the Transparency Aggregator by an independent party.
m. The Sub-adviser will provide, or will ensure that a Transparency Aggregator or some other independent third-party provides, the Adviser with the following: (i) electronic access to the web-based interface of any separate account provider (e.g., a Portfolio Manager) and Transparency Aggregator, subject to the terms and conditions of the provider or the Transparency Aggregator, respectively; (ii) monthly risk reports for the Fund’s portfolio in the form agreed to by the Adviser and the Sub-adviser from time to time, (iii) monthly reports of the Fund’s aggregate portfolio level exposure, to be delivered within the number of Business Days agreed upon by the parties following month-end (it is understood that underlying positions will not be identifiable), (iv) monthly listing of the Portfolio Funds in which, and/or the Portfolio Managers with whom, the Fund is invested within 5 Business Days of month-end, (v) IRRs for each Portfolio Fund in which, and/or each Portfolio Manager with whom, the Fund is invested, (vi) monthly reporting of the percentage of the outstanding voting securities of a Portfolio Fund that are held by the Fund, and, a detailed institutional reporting package in the form to be agreed in a separate agreement, (vii) a monthly certification that the percentage of the outstanding voting securities, non-voting securities or net assets of a Portfolio Fund that are held in the aggregate by the Fund and any other account managed by the Sub-adviser each are less than 25% of that Portfolio Fund’s outstanding voting securities, non-voting securities or net assets, and (viii) monthly reports on each Portfolio Fund as to the amount and composition of the Portfolio Fund’s gross income in sufficient detail to allow the Fund to test for compliance with the applicable requirements of Subchapter M of the Code.
n. Notwithstanding anything herein to the contrary, the Sub-Adviser adviser shall provide reasonable periodic certifications regarding compliance not be responsible for providing (i) the Investment Recommendations Report (a) with its Coderespect to assets listed on a termination report, and annually or (b) with respect to the any assets of the Fund invested in the HFR Trusts that are not, or have not been, or are not deemed to be recommended by the Sub-adviser (as described in Section 6(b) above), or (ii) with respect to the HFR Trusts, information specified in Section 9(m) above that the HFR Trusts will provide copies of internal or external assessments that include descriptions of testing of, and not supply to the Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written requesto. For calendar year 2011 tax reporting, the Sub-Adviser shall adviser will invest only in or with Portfolio Funds that can provide a certification final K-1 tax report to the Portfolio to the effect that Fund by March 10, 2012. Furthermore, the Sub-adviser will strive to obtain 1099 tax reporting for the Fund by March 31, 2012, or such later date as may be agreed among the Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees adviser, for calendar years 2012 and beyond. In the event that 1099 tax reporting is not to consult with (i) obtained by March 31, 2012 or such other subagreed-advisers to a Portfolioupon date, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it adviser will continue to invest only in accordance or with Portfolio Funds that can provide a final K-1 tax report to the terms hereofFund by a date in March to be agreed upon by the parties for calendar year 2012 and all subsequent tax years or in Portfolio Funds that are “passive foreign investment companies” under the Code.
Appears in 3 contracts
Samples: Sub Advisory Agreement (ASGI Mesirow Insight Fund, LLC), Sub Advisory Agreement (Wells Fargo Multi-Strategy 100 Tei Fund A, LLC), Sub Advisory Agreement (Wells Fargo Multi-Strategy 100 Tei Fund A, LLC)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with as required by Rule 204A-1 under the requirements of Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions senior management of testing of, and the Sub-adviser’s compliance with itsAdviser, Code in each case prior to such change if the Sub-Adviser is aware of Ethicssuch change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, including if any, arising out of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Trust and the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Trust and the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in material disruption to operating systems including trading functions or unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 3 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents and warrants to the Investment Adviser and agrees the Trust 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codepermit the Investment Adviser or the Trust, and annually will provide copies of internal their employees or external assessments that include descriptions of testing of, and their agents to examine the reports required to be made by the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Actcode of ethics.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Fund’s Chief Compliance Officer (“CCO”) to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser: (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any claims in excess of twenty percent (20%) of the coverage amount will be made on one or more of its insurance policies.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusterrors, or (iii) other sub-advisers to an investment company under common control with any Portfolioincluding trade errors, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser in connection with its management of the Fund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 3 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry 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 Fund(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision.
B. The Sub-Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Investment Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report 's code of ethics.
D. The Sub-Adviser has provided the Trust and the Investment Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Investment Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. F. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. G. The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Investment Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio express written consent of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Investment Adviser, enforceable against it in accordance with except as required by rule, regulation or upon the terms hereofrequest of a governmental authority.
Appears in 3 contracts
Samples: Sub Advisory Agreement (WisdomTree Trust), Sub Advisory Agreement (WisdomTree Trust), Sub Advisory Agreement (WisdomTree Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment Adviser Advisor 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Fund and the Advisor if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser Advisor and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust Advisor that the Sub-Sub- Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdvisor, the Sub-Sub- Adviser shall provide reasonable periodic certifications regarding compliance with permit the Advisor, its Code, employees or its agents to examine the reports required to be made to the Sub- Adviser by Rule 17j-1(c)(1) and annually will provide copies of internal or external assessments that include descriptions of testing of, Rule 204A-1(b) and Sub-adviser’s compliance with its, Code of Ethics, including all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Fund and the Advisor with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Fund and the Advisor at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Fund and the Advisor of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Fund or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Advisor of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage and, upon the written request of the Advisor, provide evidence of such insurance coverage to the Advisor.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its Affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (First Trust Private Credit Fund), Investment Sub Advisory Agreement (First Trust Private Credit Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, adviser represents and warrants and agrees as follows:
A. (a) The Sub-Adviser 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, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this 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 notice promptly to the Adviser of any material violations relating to the Fund; (v) 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 full power and authority to enter into and perform the services contemplated by this Agreement, agency; and (vvi) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. (b) The Sub-Adviser adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such the code of ethics. Within forty-five (45) 60 days of the end of the last each calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a duly authorized officer of the Sub-Adviser adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser adviser, including its personnel, has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request The Sub-adviser will report quarterly, in reasonable detail, any violations of the Investment Adviser law or the TrustSub-adviser’s code of ethics related to the Fund, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance adviser’s ability to comply with its Codeapplicable law, and annually will provide copies of internal or external assessments that include descriptions of testing of, and the Sub-adviser’s compliance with itsability to perform under this Agreement, Code of Ethics, including and the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Actaction taken in response to such violations.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (c) The Sub-adviser will provide the Adviser agrees and the Fund with a copy of its Form ADV Part II and promptly furnish a copy of all amendments thereto to maintain an appropriate level of errors the Adviser and omissions or professional liability insurance coveragethe Fund.
E. (d) The Sub-adviser will promptly notify the Adviser acknowledges that of any changes in its managing members or in the Investment Adviser and key personnel who are either the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under portfolio manager(s) responsible for the 1940 Act, and Fund or the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement principal executive officers of the Sub-Adviseradviser, enforceable against it or if there is otherwise an actual or expected change in accordance with control or management of the terms hereofSub-adviser.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Evergreen Equity Trust /De/), Interim Sub Advisory Agreement (Evergreen Equity Trust /De/)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. 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, .
b. The Sub-Adviser (i) has all requisite power and authority to enter into and perform its obligations under this Agreement and (ii) has taken all necessary corporate action to authorize its execution, delivery, and performance of this Agreement. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser or any of its affiliates are a party.
c. Neither the Sub-Adviser nor any “affiliated person” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act. The Sub-Adviser (i) is not otherwise prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, Agreement and (iiiii) 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, requirements or the applicable requirements of any regulatory or industry self-regulatory agency (including any licensing or registration requirements), necessary to be met in order to perform the services contemplated by this Agreement, (iv) has .
d. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify requirements imposed upon the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwiseby applicable law and regulations.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. e. The Sub-Adviser agrees to maintain an appropriate level amount of errors and omissions insurance coverage and shall provide written notice to the Fund (i) of any material changes in its insurance policies or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely coverage or (ii) of any material claims made on Rule 17a-10its insurance policies. Furthermore, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolioshall, if anyupon reasonable request, (ii) other sub-advisers to any other portfolio of provide the Trust, or (iii) other sub-advisers to an investment company under common control Fund with any Portfolio, information it may reasonably require concerning transactions for a Portfolio in securities the amount of or other assetsscope of such insurance.
F. This Agreement is a valid and binding Agreement of f. Except as otherwise specified herein, the Sub-Adviser, enforceable against it in accordance with Adviser will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the terms hereofwritten consent of the Fund and the Investment Manager.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund), Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV Part I, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and ADV Part II and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (DundeeWealth Funds), Investment Sub Advisory Agreement (DundeeWealth Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with as required by Rule 204A-1 under the requirements of Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any material issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions senior management of testing of, and the Sub-adviser’s compliance with itsAdviser, Code in each case prior to such change if the Sub-Adviser is aware of Ethicssuch change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, including if any, arising out of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser a certificate of insurance providing evidence of the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry 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 Fund(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision.
B. The Sub-Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Investment Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons 's code of the Advisers Actethics.
D. The Sub-Adviser agrees to maintain an appropriate level of errors has provided the Corporation and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Corporation and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and Investment Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioAdviser's organizational structure, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities professional staff or other assets.
F. This Agreement is a valid and binding Agreement of significant developments affecting the Sub-Adviser, enforceable against it in accordance with as required by the terms hereofAdvisers Act.
Appears in 2 contracts
Samples: Sub Advisory Agreement (TDAX Funds, Inc.), Sub Advisory Agreement (Realty Funds, Inc.)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, compliance officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide permit, upon reasonable periodic certifications regarding compliance with advance notice and during regular business hours, the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with itsAdviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and, Code at the site of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written requestmain offices, all other records relevant to the Sub-Adviser shall provide a certification Adviser’s code of ethics but only to the Portfolio extent such reports and/or records relate to the effect that the provision of services hereunder.
(c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(f) 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 and policies or any applicable law; or (b) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Trust, the Fund(s), the Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the TrustFund in its composite performance. Notwithstanding the foregoing, or (iiinothing in this Agreement shall be interpreted to prevent the Sub-Adviser from referring to the names of the Fund(s) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of managed by the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (SSgA Active ETF Trust), Investment Sub Advisory Agreement (SSgA Active ETF Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and ADV Part 2A and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition or other matter that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Hatteras Alternative Mutual Funds Trust), Investment Sub Advisory Agreement (HCIM Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants 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 Investment Company Act, the Advisers Act or other law, regulation regulation, or order from performing the services contemplated by this Agreement, (iii) to the best of its knowledge, has met 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s).
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j‑1 under the 1940 Investment Company Act and Rule 204A-1 204A‑1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the .
C. The Sub-Adviser has complied provided the Trust and the Adviser with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV most recently filed with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its CodeSEC, and annually its Form ADV Part 2 and will provide copies promptly furnish a copy of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification all amendments to the Portfolio to Trust and the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Actat least annually.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage as determined by industry standards.
E. The Sub-Adviser acknowledges that will promptly notify the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to of any other portfolio assignment of the Trust, this Agreement or (iii) other sub-advisers to an investment company under common change of control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against as applicable, and any changes the Sub-Adviser’s ownership structure or key personnel who are either portfolio managers of the Fund(s) or senior management of the Sub-Adviser, in each case prior to such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change of control.
F. The Sub-Adviser shall promptly notify the Adviser of: (i) any change in its governing documents, which if implemented would mean that it would be unable to perform its obligations hereunder; or (ii) its knowledge that any of the warranties or representations given in accordance with this Agreement is incorrect or would be incorrect if given at the terms hereoftime concerned.
G. The Sub-Adviser will, to the extent required under applicable regulatory requirements, disclose to the Adviser (i) any financial condition that is likely to impair its ability to meet its contractual commitments hereunder; or (ii) any legal or disciplinary event that is material to an evaluation of the Sub-Adviser’s integrity or its ability to meet its contractual commitments hereunder.
H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which the Sub-Adviser or any of its affiliates are a party.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Hennessy Funds Trust), Sub Advisory Agreement (Hennessy Funds Trust)
Representations of the 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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 Investment Company Act or otherwise.
B. The Sub-Adviser has duly adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codewill furnish to Adviser, such records as may be reasonably xxxxxxxx.xx Rule 17j-1(c)(1) and annually will provide copies of internal or external assessments that include descriptions of testing of, Rule 204A-1(b) and Sub-adviser’s compliance with its, Code of Ethics, including all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act's code of ethics.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Federal Securities Laws as defined under the Advisers Act and the Investment Company Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Form ADV of the Sub-Adviser acknowledges that Adviser, as provided to the Investment Adviser and the Trust intend Fund in connection with the approval of this Agreement, is a true and complete copy of the form as currently in effect.
F. There is no material fact respecting or relating to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees that is contained in the Registration Statement that is untrue or inaccurate in any material respect. Sub-Adviser will notify the Investment Adviser and the Fund promptly of any material fact respecting or relating to Sub-Adviser that is not contained in the Registration Statement or of any statement contained therein respecting or relating to consult with Sub-Adviser that becomes untrue or inaccurate in any material respect.
G. 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 Sub-Adviser or any of its "affiliated persons" is a party, or to which any of the assets of the Sub-Advises is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser's condition (financial or otherwise), business or prospects; (ii) affect adversely in any material respect any of the Sub-Adviser's assets; (iii) materially impair the Sub-Adviser's ability to discharge its obligations under this Agreement. The Sub-Adviser has not received any notice of an investigation by the SEC or any state regarding the Federal Securities Laws (as defined under the Investment Company Act and the Advisers Act).
H. The Sub-Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the Investment Company Act, the Advisers Act, the rules and regulations thereunder, and any and all other subapplicable laws.
I. The execution, delivery and performance by the Sub-advisers to Adviser of this Agreement are within the Sub-Adviser's powers and have 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.
J. The execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a Portfoliodefault under (i) any provision of applicable law, if anyrule or regulation, (ii) other subthe Sub-advisers to any other portfolio Adviser's certificate of the Trustincorporation or by-laws, or (iii) other sub-advisers to an investment company under common control with any Portfolioagreement, concerning transactions for a Portfolio in securities judgment, injunction, order, decree or other assetsinstrument binding upon the Sub-Adviser.
F. K. This Agreement is a valid and binding Agreement agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (SRH Total Return Fund, Inc.), Interim Investment Sub Advisory Agreement (Boulder Growth & Income Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants warrants, and agrees as follows:
A. The Sub-Adviser 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, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) has met 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 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 immediately notify the Investment 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(a9 (a) of the 1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Transamerica IDEX with a copy of such code of ethicsethics and any amendments thereto, together with evidence of adoption for review and approval by the Board. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the The Sub-Adviser shall certify to the Investment Adviser and the Trust understands that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of Board is required to approve the Sub-Adviser’s 's code of ethics or, if and acknowledges that the Agreement is conditioned upon such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers ActBoard approval.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the The Sub-Adviser has adopted proxy voting policies and implemented procedures reasonably designed to ensure that the proxies are voted in the best interests of the Fund and its shareholders and complying with Rule 206(4)-6 under the Advisers Act and will provide the Investment Adviser and Transamerica IDEX with a copy of such policies and procedures and any amendments thereto, together with evidence of adoption for review and approval by the Board. The Sub-Adviser understands that the Board is required to approve the Sub-Adviser's proxy voting policies and procedures and acknowledges that the Agreement is conditioned upon such Board approval.
D. The Sub-Adviser has provided the Investment Adviser and Transamerica IDEX with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any material amendment to its Form ADV Part II with the SEC, furnish a copy of such amendment to the Investment Adviser.
E. The Sub-Adviser has adopted compliance policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons violations of the Advisers Act and the rules thereunder, has provided Transamerica IDEX and the Investment Adviser with a copy of such compliance policies and procedures (and will provide them with any amendments thereto), and agrees to assist the Fund in complying with the Fund's compliance program adopted pursuant to Rule 38a-1 under the 1940 Act.
D. , to the extent applicable. The Sub-Adviser agrees understands that the Board is required to maintain an appropriate level of errors approve the Sub-Adviser's compliance policies and omissions or professional liability insurance coverageprocedures and acknowledges that the Agreement is conditioned upon such Board approval.
E. F. The Sub-Adviser acknowledges will manage the Fund so that the Fund will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will immediately notify the Investment Adviser and the Trust intend Fund upon having a reasonable basis for believing that the Fund has ceased to rely on Rule 17a-10, Rule 10f-3, Rule 12d3so qualify or may not so qualify in the future.
G. The Sub-1 Adviser shall notify the Investment Adviser and Rule 17e-1 under the 1940 Act, and Fund immediately of any material fact known to the Sub-Adviser agrees not relating to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-AdviserAdviser that is not contained in the Registration Statement, enforceable against it or any amendment or supplement thereto, or of any statement contained therein that becomes untrue in accordance with any material respect.
H. The Sub-Adviser shall not divert the terms hereofFund's portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of the Fund, any other series of Transamerica IDEX, or any other registered investment company.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Transamerica Idex Mutual Funds), Investment Sub Advisory Agreement (Transamerica Idex Mutual Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Sub-Adviser Adviser, or, in his absence, an authorized officer of the Sub-Adviser, shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trustusing reasonable advance notice, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit during its Code, and annually will provide copies regular business hours at the site of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report main offices, the Adviser, its employees or its agents to examine the reports required under the Advisers Act.
C. Upon written request, to be made to the Sub-Adviser shall provide a certification by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Portfolio Sub-Adviser’s code of ethics but only to the effect that extent such reports and/or records relate to Access Persons (as defined in Rule 17j-1) involved with the provision of services hereunder.
(c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, each such change respectively. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(f) 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 and policies or any applicable law; or (b) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Trust, the Fund(s), the Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the TrustFund in its composite performance. Notwithstanding the foregoing, or (iiinothing in this Agreement shall be interpreted to prevent the Sub-Adviser from referring to the names of the Fund(s) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of managed by the Sub-Adviser, enforceable against it in accordance with the terms hereofcurrently intended to be named as “State Street DoubleLine [Strategy Description] Portfolio.”
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (SSGA Master Trust), Investment Sub Advisory Agreement (SSGA Master Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. 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, .
b. The Sub-Adviser (i) has all requisite power and authority to enter into and perform its obligations under this Agreement and (ii) has taken all necessary corporate action to authorize its execution, delivery, and performance of this Agreement. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser or any of its affiliates are a party.
c. Neither the Sub-Adviser nor any “affiliated person” of it, as such term is defined in Section 2(a)(3) of the 1940 Act, is subject to any disqualification that would make it unable to serve as an investment adviser to a registered investment company under Section 9 of the 1940 Act. The Sub-Adviser (i) is not otherwise prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, Agreement and (iiiii) has met any and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, requirements or the applicable requirements of any regulatory or industry self-regulatory agency (including any licensing or registration requirements), necessary to be met in order to perform the services contemplated by this Agreement, (iv) has .
d. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify requirements imposed upon the Sub-Adviser from serving as an investment adviser of an investment company pursuant by applicable law and regulations, except to Section 9(a) of the 1940 Act extent that any such violation or otherwisebreach or would not have a material adverse effect on the Sub-Adviser’s ability to fulfill its duties under this Agreement.
B. e. The Sub-Adviser has adopted a written code shall procure and maintain insurance in amounts customarily required by other similarly situated sub-advisers, including but not limited to general commercial liability and errors & omissions insurance consistent with its current level of ethics complying with coverage. Any coverage may be provided by any combination of primary and excess insurance policies in the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within fortySub-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and Adviser’s reasonable discretion.
f. Except as otherwise requestedspecified herein, the Sub-Adviser shall certify will not delegate any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers ActManager.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund), Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes to the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions members of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written requestmanagement committee, in each case prior to such change if the Sub-Adviser shall provide a certification to is aware of such change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Portfolio to the effect that Trust and Adviser, if any, arising out of the Sub-Adviser’s failure to notify the Trust and the Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Actas set forth herein.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 as a commodity trading adviser in reliance on CFTC Rule 4.7 thereunder and is a valid and binding Agreement member of the NFA..
(k) The Sub-Adviser has provided the Trust with Part 2 of the Sub-Adviser’s Form ADV and the Sub-Adviser’s Privacy Notice.
(l) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(m) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser is properly incorporated, and has authority to enter into and perform the services contemplated by this Agreement.
(b) Without limiting paragraph 6(a), the Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order Applicable Laws from performing the services contemplated by this Agreement, ; (iii) is a licensed corporation under the Securities and Futures Ordinance (Cap 571 of Hong Kong) (“Securities and Futures Ordinance”) and is granted a licence by the Securities and Futures Commission to conduct Types 1, 4, 5, 6 and 9 regulated activities in Hong Kong; (iv) is duly licensed as a RQFII, has all necessary permits and licenses to engage in investment-related activities in Hong Kong and the PRC, including those contemplated hereunder, and is in good standing with the CSRC, SAFE, and PBOC; (v) to the best of its knowledge, has met and will seek to continue to meet meet, for so long as this Agreement remains in effect, any other applicable federal or state requirementsApplicable Laws, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 (vvi) will promptly notify the Investment 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 Investment Company Act or otherwise. To the extent not prohibited by Applicable Laws, the Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 204 A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, compliance officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-l(c)(l) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under code of ethics but only to the Advisers Actextent such reports and/or records relate to the provision of services hereunder.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the (d) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-l under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(e) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (f) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser (as those terms are defined by the Investment Company Act), as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(g) The Sub-Adviser will notify the Adviser as soon as possible upon detection of (i) any material failure to manage the Fund(s) in accordance with the Fund(s)’ stated investment objectives, restrictions, and policies or any Applicable Laws; or (ii) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s).
(h) To the extent not prohibited by Applicable Laws, the Sub-Adviser agrees that it shall promptly notify the Adviser and the Trust in the event that the SEC or any PRC or Hong Kong or other regulatory authority has censured its activities, functions or operations; suspended or revoked its registration as an investment adviser; placed any restrictions on, suspended or revoked its RQFII license or other comparable license relevant to the services provided under this Agreement; or has commenced proceedings or an investigation that may result in any of these actions; or is otherwise in material violation of Applicable Laws. With respect to such material violations and for the avoidance of doubt, the Sub-Adviser agrees it shall promptly notify the Adviser and the Trust of any violation of Applicable Law: (i) involving an investment-related statute or regulation that limits the Sub-Adviser from engaging in investment-related activity; (ii) that is reasonably likely to adversely affect the Sub-Adviser’s status as a RQFII license holder; (iii) that materially adversely affects the Sub-Adviser’s financial condition; (iv) that impairs the ability of the Sub-Adviser to meet its contractual commitments; or (v) that results in a legal or disciplinary event that is material to an evaluation of the Sub-Adviser’s integrity.
(i) The Sub-Adviser shall (to the extent not prohibited by Applicable Laws) immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any PRC or Hong Kong or other regulatory authority, including, but not limited to, the CSRC, SAFE, and PBOC, that relates to a Fund or the Adviser generally, including SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Fund as contemplated herein and in the Fund’s Prospectus.
(j) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. . The Sub-Adviser acknowledges that will undertake to notify the Investment Adviser of any material change to the representations, warranties and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to agreements provided herein within a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsreasonable time after such change.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (SPDR INDEX SHARES FUNDS (Formerly streetTRACKS Index Shares Funds)), Investment Sub Advisory Agreement (SPDR INDEX SHARES FUNDS (Formerly streetTRACKS Index Shares Funds))
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It 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 during the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by term of 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and Rule 204A-1 under has provided the Advisers Act and will provide the Investment Adviser Manager and the Trust with a copy of such code Code of ethics. Within fortyEthics and will provide copies of any future amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-five Adviser, its employees, officers, and agents (45) days “Compliance Procedures”), and the Manager and the Trust have been provided a copy of a summary of the end Compliance Procedures and will be provided with any future amendments thereto;
(v) It has delivered to the Manager copies of its Form ADV, Part 2A as most recently filed with the SEC and its current Form ADV, Part 2B. It also will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto in accordance with the delivery requirements of Rule 204-3(b) under the Advisers Act;
(vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the last calendar quarter occurrence of each year any event that this Agreement is in effect, and as otherwise requested, would likely disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;
(vii) It shall certify to use no material, non-public information concerning portfolio companies that may be in or come into its possession or the Investment Adviser and the Trust that possession of any of its affiliates or employees, nor will the Sub-Adviser has complied with seek to obtain any such information, in providing investment advice or investment management services to the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation Series;
(viii) Prior to launch of the Sub-Adviser’s code of ethics orSeries, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually it will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act(ix) It has reviewed, and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Series (collectively the “Disclosure Documents”) as and when furnished to the Sub-Adviser agrees not by the Manager and represents and warrants that, solely with respect to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of disclosure about the Sub-Adviser, enforceable against it the manner in accordance which the Sub-Adviser manages the Allocated Portion and information relating directly or indirectly to the Sub-Adviser (the “Sub-Adviser Disclosure”), such Disclosure Documents contain or will contain, no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading; and
(x) It (a) is a member of the National Futures Association (“NFA”) and is registered with the terms hereofU.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Advisors' Inner Circle Fund III), Investment Sub Advisory Agreement (Advisors' Inner Circle Fund III)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, compliance officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s code of ethics (“CCO”or summaries of such reports and/or records with non-public personal information redacted) annual report required under but only to the Advisers Actextent such reports and/or records relate to the provision of services hereunder.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the (c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(f) 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 and policies or any applicable law; or (b) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Trust, the Fund(s), the Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the TrustFund in its composite performance. Notwithstanding the foregoing, or (iiinothing in this Agreement shall be interpreted to prevent the Sub-Adviser from referring to the names of the Fund(s) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of managed by the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (SSgA Active ETF Trust), Investment Sub Advisory Agreement (SSgA Active ETF Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, compliance officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under code of ethics but only to the Advisers Actextent such reports and/or records relate to the provision of services hereunder.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the (c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(f) 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 and policies or any applicable law; or (b) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Trust, the Fund(s), the Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the TrustFund in its composite performance. Notwithstanding the foregoing, or (iiinothing in this Agreement shall be interpreted to prevent the Sub-Adviser from referring to the names of the Fund(s) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of managed by the Sub-Adviser, enforceable against it in accordance with the terms hereofcurrently intended to be named as “SPDR® Nuveen [Index Name] ETF.”
Appears in 2 contracts
Samples: Sub Advisory Agreement (SPDR Series Trust), Sub Advisory Agreement (SPDR Series Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants 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 Investment Company Act, the Advisers Act or other law, regulation regulation, or order from performing the services contemplated by this Agreement, (iii) to the best of its knowledge, has met 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s).
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j 1 under the 1940 Investment Company Act and Rule 204A-1 204A 1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the .
C. The Sub-Adviser has complied provided the Trust and the Adviser with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV most recently filed with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its CodeSEC, and annually its Form ADV Part 2 and will provide copies promptly furnish a copy of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification all amendments to the Portfolio to Trust and the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Actat least annually.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage as determined by industry standards.
E. The Sub-Adviser acknowledges that will promptly notify the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to of any other portfolio assignment of the Trust, this Agreement or (iii) other sub-advisers to an investment company under common change of control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against as applicable, and any changes the Sub-Adviser’s ownership structure or key personnel who are either portfolio managers of the Fund(s) or senior management of the Sub-Adviser, in each case prior to such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change of control.
F. The Sub-Adviser shall promptly notify the Adviser of: (i) any change in its governing documents, which if implemented would mean that it would be unable to perform its obligations hereunder; or (ii) its knowledge that any of the warranties or representations given in accordance with this Agreement is incorrect or would be incorrect if given at the terms hereoftime concerned.
G. The Sub-Adviser will, to the extent required under applicable regulatory requirements, disclose to the Adviser (i) any financial condition that is likely to impair its ability to meet its contractual commitments hereunder; or (ii) any legal or disciplinary event that is material to an evaluation of the Sub-Adviser’s integrity or its ability to meet its contractual commitments hereunder.
H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which the Sub-Adviser or any of its affiliates are a party.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Hennessy Advisors Inc), Sub Advisory Agreement (Hennessy Funds Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund that the Sub-Adviser reasonably believes would have a material effect on the Sub-Adviser’s ability to perform the services contemplated under this Agreement. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal or external assessments that include descriptions of testing ofthe Fund Account , and in each case prior to such change if the Sub-adviser’s compliance with itsAdviser is aware of such change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, Code if any, arising out of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, compliance officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under code of ethics but only to the Advisers Actextent such reports and/or records relate to the provision of services hereunder.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the (c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(f) 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 and policies or any applicable law; or (b) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Trust, the Fund(s), the Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the TrustFund in its composite performance. Notwithstanding the foregoing, or (iiinothing in this Agreement shall be interpreted to prevent the Sub-Adviser from referring to the names of the Fund(s) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of managed by the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (SSGA Active Trust), Investment Sub Advisory Agreement (SSGA Active Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with as required by Rule 204A-1 under the requirements of Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics as soon as reasonably practicable after such change; (iv) furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby as soon as reasonably practicable after such change: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and will furnish a copy of any material amendments to the Trust and the Adviser as soon as reasonably practicable after such change and at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions senior management of testing of, and the Sub-adviser’s compliance with itsAdviser, Code in each case prior to such change if the Sub-Adviser is aware of Ethicssuch change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, including if any, so long as such reasonable expenses do not exceed $10,000.00 (ten thousand dollars), arising out of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. The Sub-Adviser acknowledges that shall upon request endeavor to provide to the Investment Adviser any information it may reasonably require concerning the amount or scope of such insurance, the form and amount of such information shall be agreed upon between Sub-Adviser and Adviser. The Sub-Adviser shall upon request provide to the Trust intend Adviser a certificate of insurance providing evidence of the amount or scope of such insurance
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliated persons or employees in providing investment advice or investment management services to rely on Rule 17a-10the Fund.
(h) The Sub-Adviser agrees that neither it, Rule 10f-3nor any of its affiliated persons, Rule 12d3will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It 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 during the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by term of 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the "CODE OF ETHICS") and Rule 204A-1 under has provided the Advisers Act and will provide the Investment Adviser Manager and the Trust with a copy of such code Code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, Ethics and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing ofany material amendments thereto;
(iv) It has adopted and implemented written policies and procedures, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report as required by Rule 206(4)-7 under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures which are reasonably designed to prevent violation violations of federal securities laws by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance its employees, officers, and agents ("COMPLIANCE PROCEDURES") and, the Manager and the Trust have been provided a copy of a summary of the Compliance Procedures and will be provided with any future amendments thereto;
(v) It has delivered to the Manager copies of its Form ADV Parts 2A and 2B as most recently filed with the terms hereofSEC and will provide the Manager and the Trust with a copy of any future filings of its Form ADV Parts 2A and 2B or any amendments thereto;
(vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the occurrence of any event that could disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;
(vii) It shall use no material, non-public information concerning portfolio companies that may be in or come into its possession or the possession of any of its affiliates or employees, nor will the Sub-Adviser seek to obtain any such information, in providing investment advice or investment management services to the Series;
(viii) It maintains an appropriate level of professional indemnity insurance coverage; and
(ix) It (a) is a member of the National Futures Association ("NFA") and is registered with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).
Appears in 2 contracts
Samples: Sub Advisory Agreement (Advisors' Inner Circle Fund III), Sub Advisory Agreement (Advisors' Inner Circle Fund III)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser has been duly authorized by the Board to delegate to the Sub-Subadviser the provision of investment advisory services to the Fund Account as contemplated hereby.
(b) 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, 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory agency or industry self-regulatory agency organization 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 ; or (v) will promptly notify the Investment Adviser Sub-Subadviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to satisfy its obligations under this Agreement, or 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 . To the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requestedextent permitted by law, the Sub-Adviser shall certify to the Investment Adviser and the Trust that will also promptly notify the Sub-Adviser has complied with Subadviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation affairs of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers ActFund.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Sub Subadvisory Agreement (GuideStone Funds), Sub Subadvisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long during the term of this Agreement;
(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as this Agreement remains in effectrequired by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (ii“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto;
(v) It has delivered to the NB Parties copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto;
(vi) It is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met Agreement 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company to a Fund pursuant to Section 9(a) of the 1940 Act or otherwise.other applicable law, rule or regulation;
B. The Sub(vii) It shall use no material, non-Adviser has adopted a written code public information concerning portfolio companies that may be in or come into its possession or the possession of ethics complying with the requirements any of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and its affiliates or employees, nor will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify seek to obtain any such information, in providing investment advice or investment management services to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics orSeries; and
(viii) It maintains, if such a material violation has occurredin its reasonable discretion, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Neuberger Berman Alternative Funds), Sub Advisory Agreement (Neuberger Berman Alternative Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry 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 Fund(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision and the Sub-Adviser shall not be required to notify the Fund of events subject to this provision until such time that it notifies its other clients.
B. The Sub-Adviser is currently in material compliance and shall at all times continue to be in material compliance with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Investment Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) 's code of ethics.
D. The Sub-Adviser has provided the Investment Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Investment Adviser on an annual report basis. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. E. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. F. The Sub-Adviser agrees that it will not knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Investment Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Investment Adviser, except as required by rule, regulation or upon the request of a governmental authority.
G. Sub-Adviser agrees not to consult with (i) other subadvisers to a Fund, if any, (ii) other subadvisers to any other Fund of the Trust, or (iii) other subadvisers to an investment company under common control with any Fund, concerning transactions for a Fund in securities or other assets.
H. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Investment Company Act, and the Sub-Adviser hereby agrees that it shall not to consult with (i) any other sub-advisers adviser to a Portfolio, if any, (ii) other sub-advisers the Trust with respect to transactions in securities for the Trust's portfolio or any other portfolio transactions of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other Trust assets.
F. This Agreement is a valid and binding Agreement of the I. The Sub-Adviser, enforceable against it in accordance with the terms hereofAdviser maintains commercially reasonable business continuity procedures.
Appears in 2 contracts
Samples: Sub Advisory Agreement (RevenueShares ETF Trust), Sub Advisory Agreement (RevenueShares ETF Trust)
Representations of the 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry 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 Fund(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser will not be required to be reported by this provision.
B. The Sub-Adviser is currently in compliance and will at all times continue to be in compliance with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser shall will certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with will permit the Investment Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Corporation and the Investment Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Corporation and the Investment Adviser at least annually. Such amendments will reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. E. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. F. The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Corporation, the Fund(s), the Investment Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio express written consent of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Investment Adviser, enforceable against it in accordance with except as required by rule, regulation or upon the terms hereofrequest of a governmental authority.
Appears in 2 contracts
Samples: Interim Sub Advisory Agreement (TDX Independence Funds, Inc.), Interim Sub Advisory Agreement (TDX Independence Funds, Inc.)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It 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 during the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by term of 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the "CODE OF ETHICS") and Rule 204A-1 under has provided the Advisers Act and will provide the Investment Adviser Manager and the Trust with a copy of such code Code of ethics. Within fortyEthics and will provide copies of any future amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-five Adviser, its employees, officers, and agents (45) days "COMPLIANCE PROCEDURES"), and the Manager and the Trust have been provided a copy of a summary of the end Compliance Procedures and will be provided with any future amendments thereto;
(v) It has delivered to the Manager copies of its Form ADV, Part 2A as most recently filed with the SEC and its current Form ADV, Part 2B. It also will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto in accordance with the delivery requirements of Rule 204-3(b) under the Advisers Act;
(vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the last calendar quarter occurrence of each year any event that this Agreement is in effect, and as otherwise requested, would likely disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;
(vii) It shall certify to use no material, non-public information concerning portfolio companies that may be in or come into its possession or the Investment Adviser and the Trust that possession of any of its affiliates or employees, nor will the Sub-Adviser has complied with seek to obtain any such information, in providing investment advice or investment management services to the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation Series; and
(viii) Prior to launch of the Sub-Adviser’s code of ethics orSeries, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually it will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Advisors' Inner Circle Fund III), Sub Advisory Agreement (Advisors' Inner Circle Fund III)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s) provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 204A- 1 during the previous year and that there has been no material violation of the Sub-Sub- Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon .
D. The Sub-Adviser has provided the written request of Trust and the Investment Adviser or with a copy of its Form ADV, which as of the Trust, date of this Agreement is its Form ADV as most recently filed with the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its CodeSEC, and annually promptly will provide copies make available a copy of internal or external assessments that include descriptions of testing of, all amendments to the Trust and Sub-adviser’s compliance with its, Code of Ethics, including the Investment Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Investment Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control or a portfolio manager change.
F. The Sub-Adviser will promptly notify the Investment Adviser of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Advisers Investment Trust), Investment Sub Advisory Agreement (Advisers Investment Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, adviser represents and warrants and agrees as follows:
A. (a) The Sub-Adviser 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, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this 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 notice promptly to the Adviser of any material violations relating to the Fund; (v) 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 full power and authority to enter into and perform the services contemplated by this Agreement, agency; and (vvi) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. (b) The Sub-Adviser adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such the code of ethics. Within forty-five (45) 60 days of the end of the last each calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a duly authorized officer of the Sub-Adviser adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser adviser, including its personnel, has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviseradviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request The Sub-adviser will report quarterly, in reasonable detail, any violations of the Investment Adviser law or the TrustSub-adviser’s code of ethics related to the Fund, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance ability to comply with itsapplicable law, Code of Ethics, including or the Sub-Adviseradvisor’s Chief Compliance Officer’s (“CCO”) annual report required ability to perform under this Agreement, and the Advisers Actaction taken in response to such violations.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (c) The Sub-adviser will provide the Adviser agrees and the Fund with a copy of its Form ADV Part II and promptly furnish a copy of all amendments thereto to maintain an appropriate level of errors the Adviser and omissions or professional liability insurance coveragethe Fund.
E. (d) The Sub-adviser will promptly notify the Adviser acknowledges that of any changes in its managing members or in the Investment Adviser and key personnel who are either the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under portfolio manager(s) responsible for the 1940 Act, and Fund or the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement principal executive officers of the Sub-Adviseradviser, enforceable against it or if there is otherwise an actual or expected change in accordance with control or management of the terms hereofSub-adviser.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Evergreen Global Dividend Opportunity Fund), Sub Advisory Agreement (Evergreen Global Dividend Opportunity Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with as required by Rule 204A-1 under the requirements of Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions senior management of testing of, and the Sub-adviser’s compliance with itsAdviser, Code in each case prior to such change if the Sub-Adviser is aware of Ethicssuch change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, including if any, arising out of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that it is aware of and may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Sub- Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Fund to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Financial Investors Trust), Sub Advisory Agreement (Financial Investors Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with as required by Rule 204A-1 under the requirements of Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions senior management of testing of, and the Sub-adviser’s compliance with itsAdviser, Code in each case prior to such change if the Sub-Adviser is aware of Ethicssuch change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, including if any, arising out of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as reasonably practicable, (ii) other subof trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV Part I, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and ADV Part II and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Interim Investment Sub Advisory Agreement (DundeeWealth Funds), Investment Sub Advisory Agreement (DundeeWealth Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Chief Compliance Officer of the Sub-Adviser Adviser, or, in his absence, an authorized officer of the Sub-Adviser, shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trustusing reasonable advance notice, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit during its Code, and annually will provide copies regular business hours at the site of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report main offices, the Adviser, its employees or its agents to examine the reports required under the Advisers Act.
C. Upon written request, to be made to the Sub-Adviser shall provide a certification by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Portfolio Sub-Adviser’s code of ethics but only to the effect that extent such reports and/or records relate to Access Persons (as defined in Rule 17j-1) involved with the provision of services hereunder.
(c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, each such change respectively. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(f) 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 and policies or any applicable law; or (b) any material breach of any of the Fund(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Fund(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Trust, the Fund(s), the Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the TrustFund in its composite performance. Notwithstanding the foregoing, or (iiinothing in this Agreement shall be interpreted to prevent the Sub-Adviser from referring to the names of the Fund(s) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of managed by the Sub-Adviser, enforceable against it in accordance with the terms hereofcurrently intended to be named as “SPDR DoubleLine [Strategy Description] ETF.”
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (SSGA Active Trust), Investment Sub Advisory Agreement (SSgA Active Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of the any breach of this Agreement, if any representation under this Agreement becomes untrue orthe occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act).
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably designed to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably designed to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports relating to the Fund Account required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusttrade errors, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser in connection with its management of the Fund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser confirms a network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, data theft , hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants 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 Investment Company Act, the Advisers Act or other law, regulation regulation, or order from performing the services contemplated by this Agreement, (iii) to the best of its knowledge, has met 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s).
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j‑1 under the 1940 Investment Company Act and Rule 204A-1 204A‑1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the .
C. The Sub-Adviser has complied provided the Trust and the Adviser with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV most recently filed with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its CodeSEC, and annually its Form ADV Part 2 and will provide copies promptly furnish a copy of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification all amendments to the Portfolio to Trust and the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Actat least annually.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage as determined by the Sub-Adviser.
E. The Sub-Adviser acknowledges that will promptly notify the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to of any other portfolio assignment of the Trust, this Agreement or (iii) other sub-advisers to an investment company under common change of control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against as applicable, and any changes to key personnel who are either portfolio managers of the Fund(s) or senior management of the Sub-Adviser, in each case prior to such change to the extent practicable. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change of control.
F. The Sub-Adviser shall promptly notify the Adviser of: (i) any change in its governing documents, which if implemented would mean that it would be unable to perform its obligations hereunder; or (ii) its knowledge that any of the warranties or representations given in accordance with this Agreement is incorrect or would be incorrect if given at the terms hereoftime concerned.
G. The Sub-Adviser will, to the extent required under applicable regulatory requirements, disclose to the Adviser (i) any financial condition that is likely to materially impair its ability to meet its contractual commitments hereunder; or (ii) any legal or disciplinary event that is material to an evaluation of the Sub-Adviser’s ability to meet its contractual commitments hereunder.
H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which the Sub-Adviser or any of its affiliates are a party.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Hennessy Funds Trust), Sub Advisory Agreement (Hennessy Funds Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants 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 Investment Company Act, the Advisers Act or other law, regulation regulation, or order from performing the services contemplated by this Agreement, (iii) to the best of its knowledge, has met 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s).
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j‑1 under the 1940 Investment Company Act and Rule 204A-1 204A‑1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the .
C. The Sub-Adviser has complied provided the Trust and the Adviser with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV most recently filed with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its CodeSEC, and annually its Form ADV Part 2 and will provide copies promptly furnish a copy of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification all amendments to the Portfolio to Trust and the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Actat least annually.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage as determined by the Sub-Adviser.
E. The Sub-Adviser acknowledges that will promptly notify the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to of any other portfolio assignment of the Trust, this Agreement or (iii) other sub-advisers to an investment company under common change of control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against as applicable, and any changes to key personnel who are either portfolio managers of the Fund(s) or senior management of the Sub‑Adviser, in each case prior to such change to the extent practicable. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change of control.
F. The Sub-Adviser shall promptly notify the Adviser of: (i) any change in its governing documents, which if implemented would mean that it would be unable to perform its obligations hereunder; or (ii) its knowledge that any of the warranties or representations given in accordance with this Agreement is incorrect or would be incorrect if given at the terms hereoftime concerned.
G. The Sub-Adviser will, to the extent required under applicable regulatory requirements, disclose to the Adviser (i) any financial condition that is likely to materially impair its ability to meet its contractual commitments hereunder; or (ii) any legal or disciplinary event that is material to an evaluation of the Sub-Adviser’s ability to meet its contractual commitments hereunder.
H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which the Sub-Adviser or any of its affiliates are a party.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Hennessy Funds Trust), Sub Advisory Agreement (Hennessy Advisors Inc)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material legal action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with as required by Rule 204A-1 under the requirements of Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions senior management of testing of, and the Sub-adviser’s compliance with itsAdviser, Code in each case prior to such change if the Sub-Adviser is aware of Ethicssuch change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, including if any, arising out of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment Trust and Adviser of the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. Subject to Applicable Law, the Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and as otherwise requestedthe Adviser (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Sub-Adviser shall certify (i) promptly report to the Investment Adviser Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an Access Person as defined in the Trust’s and the Trust that Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (iii) provide quarterly reports to the Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no on any material violation violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s code of ethics.
(“CCO”d) annual report The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage equal to not less than $5,000,000.
E. (g) The Sub-Adviser acknowledges will not, in violation of applicable law or regulation, use any material, non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3-1 and Rule 17e-1 under the 1940 ActAdviser or any of their respective affiliates in offering, and marketing or other promotional materials without the express written consent of the Adviser. Notwithstanding the preceding sentence, the Sub-Adviser agrees not to consult with may (i) other sub-advisers to a Portfoliodisclose its relationship with the Trust, if any, Fund or Adviser in client lists without prior written consent of the Adviser; and (ii) other sub-advisers to any other portfolio use the performance of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio Fund Account in securities or other assetsits composite performance.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser as soon as reasonably practicable after becoming aware of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator to the extent such remedial actions are material to the Sub-Adviser’s services for the Fund Account.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby its directors, if such a officers, partners and employees who have access to nonpublic information regarding: (A) the Fund’s purchase or sale of securities; (B) the portfolio holdings of the Fund; or (C) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1). Notwithstanding the above reporting requirements in this Section 12(c), Sub-Adviser shall not be required to provide any personally identifiable information of any person in its reports to Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall annually upon request provide to the Adviser any information it may reasonably require concerning the scope of such insurance. The Sub-Adviser shall provide periodic written notice to the Adviser of any material reduction in its insurance coverage.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other subof errors, including trade errors, made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser has reviewed the registration requirements of the CEA and the NFA relating to commodity trading advisors and is either appropriately registered with the CFTC and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by any means of communication that are available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan that materially affect the Sub-Adviser’s operations relating to its provisions of services to the Fund Account.
(l) The Sub-Adviser has administrative, enforceable against it technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify, as soon as practicable, the Adviser and the Fund.
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment Trust and Adviser of the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably designed to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and as otherwise requestedthe Adviser (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably designed to prevent violations of the code of ethics. In addition, the Sub-Adviser shall certify (i) promptly report to the Investment Adviser Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an Access Person under the Trust’s and the Trust that Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (iii) provide quarterly reports to the Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no on any material violation violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports relating to the Fund Account required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s code of ethics.
(“CCO”d) annual report The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage equal to not less than $5,000,000.
E. (g) The Sub-Adviser acknowledges will not, in violation of applicable law or regulation, use any material, non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3-1 and Rule 17e-1 under the 1940 ActAdviser or any of their respective affiliates in offering, and marketing or other promotional materials without the express written consent of the Adviser. Notwithstanding the preceding sentence, the Sub-Adviser agrees not to consult with may (i) other sub-advisers to a Portfoliodisclose its relationship with the Trust, if any, Fund or Adviser in client lists without prior written consent of the Adviser; and (ii) other sub-advisers to any other portfolio use the performance of the TrustFund Account in its composite performance.
(i) The Fund is a “Qualified Eligible Person” as defined under Commodity Futures Trading Commission (“CFTC”) Regulation 4.7, consents to its account being an “exempt account” for purposes of CFTC Regulation 4.7 and acknowledges that it has not been furnished with a disclosure document prepared in accordance with CFTC Regulation 4.31 because no such document is required pursuant to CFTC Regulation 4.7.
(j) The Sub-Adviser (i) is not required to be a member of the National Futures Association (the “NFA”) or to be registered with the CFTC in any capacity under the Commodity Exchange Act, as amended, because it does not engage in any CFTC-regulated activities, or (ii) has compiled with all conditions of any applicable exclusion or exemption from such registration, or (iii) other sub-advisers to an investment company under common control is duly registered with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement the CFTC and is a valid and binding Agreement member of good standing of the Sub-Adviser, enforceable against it in accordance with the terms hereofNFA.
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, compliance officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s code of ethics (“CCO”or summaries of such reports and/or records with non-public personal information redacted) annual report required under but only to the Advisers Actextent such reports and/or records relate to the provision of services hereunder.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the (c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Portfolio(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Portfolio(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(f) The Sub-Adviser will notify the Adviser immediately upon detection of (a) any material failure to manage the Portfolio(s) in accordance with the Portfolio(s)’ stated investment objectives and policies or any applicable law; or (b) any material breach of any of the Portfolio(s)’ or the Sub-Adviser’s policies, guidelines or procedures related to the Portfolio(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Trust, the Portfolio(s), the Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This its composite performance. Notwithstanding the foregoing, nothing in this Agreement is a valid and binding Agreement shall be interpreted to prevent the Sub-Adviser from referring to the names of the Portfolio(s) managed by the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (SSgA Master Trust), Investment Sub Advisory Agreement (SSgA Master Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser as soon as reasonably practicable of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) relating directly to, or that could reasonably be expected to have a material impact on, the Sub-Adviser’s provision of services hereunder.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records, it being understood that any such reports will have all personal employee information redacted.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV Part 2, Code which as of Ethics, including the date of this Agreement is its Form ADV Part 2 as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”, i.e., any change of controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are named portfolio manager(s) annual report required under of the Advisers Act.
C. Upon written requestFund Account , in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon in writing from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as reasonably practicable, (ii) other subof trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other subFund Account in accordance with the Sub-advisers Adviser’s policy applicable to an its registered investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsclients.
F. This Agreement (j) The Sub-Adviser and Trust (and the Sub-Adviser with respect to Section 12(j)(iii) below) each hereby acknowledge, represent and warrant, as applicable, that:
i. the Sub-Adviser intends to treat each Fund as an “exempt account” under Commodity Futures Trading Commission (“CFTC”) Regulation 4.7(c) under the CEA and needs to verify certain information in order for the Sub-Adviser to claim relief from the disclosure and certain recordkeeping provisions of the CEA. Accordingly, the Adviser and Trust each hereby represent that each Fund is a valid “qualified eligible person” under CFTC Regulation 4.7 (“Qualified Eligible Person”). The Adviser and binding Agreement Trust each agree to furnish the Sub-Adviser with such financial information as it may request to confirm a Fund’s status (or continuing status) as a Qualified Eligible Person and to inform the Sub-Adviser promptly if a Fund loses its status as a Qualified Eligible Person.
ii. each consents to each Fund being treated as an “exempt account” within the meaning of CFTC Regulation 4.7(c).
iii. with respect to each of the Sub-Adviser, enforceable against Adviser, the Trust and each Fund (a) it in accordance is registered as required with the terms hereofCFTC as a commodity pool operator, commodity trading advisor, futures commission merchant, introducing broker, retail foreign exchange dealer, swap dealer and/or major swap participant (and is a member of NFA), (b) it is excluded or exempt from such registration requirements and has made all required filings relating thereto, or (c) it is not required to be registered in any capacity with the CFTC or to be a member of NFA because it does not engage in any activity that comes within the definition of any of the registration categories in clause (a) of this section.
iv. each will provide Sub-Adviser with reasonable advance notification (in no event less than 30 days) of any decision by the Adviser or Trust to (a) register and operate as a commodity pool operator on behalf of a Fund, if Adviser or Trust had previously claimed an exclusion or exemption from registration as a commodity pool operator on behalf of such Fund, or (b) operate a Fund under an exclusion or exemption from registration with the CFTC, if the Adviser or Trust had registered as a commodity pool operator on behalf of such Fund.
v. Neither the Adviser, Trust nor the Funds, nor any person controlling, controlled by, or under common control with one or more of them, nor any person having a beneficial interest in one or more them, is (i) a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, or (ii) a foreign shell bank (a bank without a physical presence in any country);
vi. Neither the Adviser, Trust nor the Funds, nor any person controlling, controlled by, or under common control with one or more of them, nor any person having a beneficial interest in one or more of them, is a senior foreign political figure1, or an immediate family member or close associate of a senior foreign political figure; and
vii. Neither the Adviser’s, Trust’s nor Funds’ assets were derived from illegal activities.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any actual network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and will without unreasonable delay notify the Adviser and the Fund, unless such notice is prohibited by law enforcement or other regulatory authority.
1 A senior foreign political figure is a senior official in the executive, legislative, administrative, military, or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government-owned corporation. In addition, a senior foreign political figure includes any corporation, business, or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with as required by Rule 204A-1 under the requirements of Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions senior management of testing of, and the Sub-adviser’s compliance with itsAdviser, Code in each case prior to such change if the Sub-Adviser is aware of Ethicssuch change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear the reasonable expenses of the Trust and the Adviser that would not otherwise have been incurred in the ordinary course of such a change in control, including if any, arising out of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. The Sub-Adviser acknowledges shall upon request endeavor to provide to the Adviser a certificate stating the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue (in each case, to the extent the Sub-Adviser is aware) or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser, to the extent permitted by law if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any material amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matters” (as defined in Rule 38a-1 under the 1940 Act).
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records (with itsnames and other personally identifiable information redacted).
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Actinstructions to Form ADV.
C. Upon written request, (e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser shall provide a certification to Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Fund Account or senior management, set forth on Schedule A of Part 1 of its Form ADV, of the Sub-Adviser has adopted and implemented policies and procedures reasonably designed Adviser, in each case prior to prevent violation by the such change if practicable but in any event not later than promptly after such change. The Sub-Adviser and its supervised persons agrees to bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of any such change that triggers the need, by itself, to prepare a proxy statement or make an SEC filing.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser: (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any claims in excess of twenty percent (20%) of the coverage amount will be made on one or more of its insurance policies.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust, the Fund, the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. Notwithstanding the foregoing, the Sub-Adviser may identify itself as a sub-adviser of the Fund and name Adviser on its client list and in one-on-one communications with prospective and existing clients during the Trust intend to rely on Rule 17a-10term of this Agreement, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Actwhich such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance and portfolio characteristics of the Fund Account in its composite performance and representative account presentations (if applicable).
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusterrors, or (iii) other sub-advisers to an investment company under common control with any Portfolioincluding trade errors, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser in connection with its management of the Fund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any material event requiring the Sub-Adviser to implement a full disaster recovery plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry that provide the same scope of services and, in the event the Sub-Adviser becomes aware of any actual network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”) and will continue to be so registered for so long during the term of this Agreement;
(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as this Agreement remains in effectrequired by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (ii“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto;
(v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto;
(vi) It is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met Agreement 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company to a Fund pursuant to Section 9(a) of the 1940 Act or otherwise.other applicable law, rule or regulation;
B. The Sub(vii) It shall use no material, non-Adviser has adopted a written code public information concerning portfolio companies that may be in or come into its possession or the possession of ethics complying with the requirements any of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and its affiliates or employees, nor will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify seek to obtain any such information, in providing investment advice or investment management services to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s Series; and
(“CCO”viii) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain It maintains an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Neuberger Berman Alternative Funds), Sub Advisory Agreement (Neuberger Berman Alternative Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants warrants, and agrees as follows:
A. The Sub-Adviser 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, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) has met 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 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 immediately notify the Investment 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(a9 (a) of the 1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust ATST with a copy of such code of ethicsethics and any amendments thereto, together with evidence of adoption for review and approval by the Board. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the The Sub-Adviser shall certify to the Investment Adviser and the Trust understands that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of Board is required to approve the Sub-Adviser’s 's code of ethics or, if and acknowledges that the Agreement is conditioned upon such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers ActBoard approval.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the The Sub-Adviser has adopted proxy voting policies and implemented procedures reasonably designed to ensure that the proxies are voted in the best interests of the Portfolio and its shareholders and complying with Rule 206(4)-6 under the Advisers Act and will provide the Investment Adviser and ATST with a copy of such policies and procedures and any amendments thereto, together with evidence of adoption for review and approval by the Board. The Sub-Adviser understands that the Board is required to approve the Sub-Adviser's proxy voting policies and procedures and acknowledges that the Agreement is conditioned upon such Board approval.
D. The Sub-Adviser has provided the Investment Adviser and ATST with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any material amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Investment Adviser.
E. The Sub-Adviser has adopted compliance policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons violations of the Advisers Act and the rules thereunder, has provided ATST and the Investment Adviser with a copy of such compliance policies and procedures (and will provide them with any amendments thereto), and agrees to assist the Portfolio in complying with the Portfolio's compliance program adopted pursuant to Rule 38a-1 under the 1940 Act.
D. , to the extent applicable. The Sub-Adviser agrees understands that the Board is required to maintain an appropriate level of errors approve the Sub-Adviser's compliance policies and omissions or professional liability insurance coverageprocedures and acknowledges that the Agreement is conditioned upon such Board approval.
E. F. The Sub-Adviser acknowledges that the Portfolio offers its shares so that it may serve as an investment vehicle for variable annuity contracts and variable life insurance policies issued by insurance companies. Consequently, the Sub-Adviser will manage the Portfolio so that the Portfolio will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and will comply with the diversification requirements of Section 817(h) of the Internal Revenue Code and the regulations issued thereunder, and any other rules and regulations applicable to investment vehicles underlying variable annuity contracts or variable life insurance policies (together, the "Tax Rules"), and it will immediately notify the Investment Adviser and the Trust intend Portfolio upon having a reasonable basis for believing that the Portfolio has ceased to rely on Rule 17a-10, Rule 10f-3, Rule 12d3(i) comply with such Tax Rules or may not be in compliance in the future; or (ii) qualify as a regulated investment company or may not so qualify in the future.
G. The Sub-1 Adviser shall notify the Investment Adviser and Rule 17e-1 under the 1940 Act, and Portfolio immediately of any material fact known to the Sub-Adviser agrees not relating to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-AdviserAdviser that is not contained in the Registration Statement, enforceable against it or any amendment or supplement thereto, or of any statement contained therein that becomes untrue in accordance with any material respect.
H. The Sub-Adviser shall not divert the terms hereofPortfolio's portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of the Portfolio, any other series of ATST, or any other registered investment company.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Aegon/Transamerica Series Trust), Sub Advisory Agreement (Aegon/Transamerica Series Trust)
Representations of the 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser Adviser, or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codecode of ethics, and annually will provide copies of internal or external assessments that include descriptions of testing of, and the Sub-adviserAdviser’s compliance with itswith, Code its code of Ethicsethics, including the Sub-Adviser’s Chief Compliance Officerchief compliance officer’s (“CCO”) annual report required under by the Advisers Adviser Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Trust’s and Investment Adviser’s Chief Compliance Officers to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio Fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (ALPS ETF Trust), Sub Advisory Agreement (ALPS ETF Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”) and will continue to be so registered for so long during the term of this Agreement;
(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as this Agreement remains in effectrequired by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (ii“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto;
(v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto;
(vi) It is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met Agreement 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company to a Fund pursuant to Section 9(a) of the 1940 Act or otherwise.other applicable law, rule or regulation;
B. The Sub(vii) It shall use no material, non-Adviser has adopted a written code public information concerning portfolio companies that may be in or come into its possession or the possession of ethics complying with the requirements any of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and its affiliates or employees, nor will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify seek to obtain any such information, in providing investment advice or investment management services to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s Series; and
(“CCO”viii) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain It maintains an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Neuberger Berman Advisers Management Trust), Sub Advisory Agreement (Neuberger Berman Alternative Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser as soon as reasonably practicable after becoming aware of any material compliance matters (as defined in Rule 38a-1 under the 1940 Act) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator to the extent such remedial actions are material to the Sub-Adviser’s services for the Fund Account.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby its directors, if such a officers, partners and employees who have access to nonpublic information regarding: (A) the Fund’s purchase or sale of securities; (B) the portfolio holdings of the Fund; or (C) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1). Notwithstanding the above reporting requirements in this Section 12(c), Sub-Adviser shall not be required to provide any personally identifiable information of any person in its reports to Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall annually upon request provide to the Adviser any information it may reasonably require concerning the scope of such insurance. The Sub-Adviser shall provide periodic written notice to the Adviser of any material reduction in its insurance coverage.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other subof errors, including trade errors, made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser has reviewed the registration requirements of the CEA and the NFA relating to commodity trading advisors and is either appropriately registered with the CFTC and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by any means of communication that are available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan that materially affect the Sub-Adviser’s operations relating to its provisions of services to the Fund Account.
(l) The Sub-Adviser has administrative, enforceable against it technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will promptly take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify, as soon as practicable, the Adviser and the Fund.
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any material breach of this Agreement, if any representation under this Agreement becomes materially untrue or the occurrence of any event that the Sub-Adviser reasonably determines could have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement, or 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. To the extent permitted by law, the Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any material action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to, upon request, review any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund and notify the Adviser or the Trust promptly if it becomes aware that any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of Federal Securities Laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any “Material Compliance Matter” (as defined in Rule 38a-1 under the 1940 Act). The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five Upon request, and within thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 ethics. In addition, the Sub-Adviser shall: (iii) promptly report to the Board and Rule 204A-1 during the previous year and that there has been no Adviser in writing any material amendments to its code of ethics; (iv) promptly furnish all pertinent information regarding any material violation of the Sub-Adviser’s code of ethics orby: (A) its directors, if such a officers and partners; or (B) any person who has access to nonpublic information regarding: (I) the Fund’s purchase or sale of securities; (II) the portfolio holdings of the Fund; or (III) securities recommendations to the Fund; and (v) provide quarterly reports to the Adviser on any material violation has occurred, that appropriate action was taken in response to such violationviolations of the Sub-Adviser’s code of ethics during the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance permit the Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its CodeForm ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually.
(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partner(s) or managing member, controlling persons or 25% shareholders, as applicable, and annually will provide copies any changes in the key personnel who are either the portfolio manager(s) of internal the Fund Account or external assessments that include descriptions departures of testing of, and senior management of the Sub-adviser’s compliance with itsAdviser, Code in each case prior to such change if the Sub-Adviser is aware of Ethicssuch change but in any event not later than as soon as reasonably practicable after such change. The Sub-Adviser agrees that it may bear all reasonable expenses of the Trust and Adviser, including if any, arising out of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under failure to notify the Advisers ActTrust and the Adviser as set forth herein.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request endeavor to provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, with such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolio, if any, (ii) other subpromptly notify the Trust and the Adviser of trade errors made by the Sub-advisers to any other portfolio Adviser in connection with its management of the TrustFund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund and the Adviser with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Trust and the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, in the event the Sub-Adviser becomes aware of any network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in material disruption to operating systems including trading functions, or unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (iii) other subeach, a “Cybersecurity Breach”), the Sub-advisers Adviser will promptly take appropriate steps to an investment company under common control with any Portfoliocontain or mitigate the Cybersecurity Breach, concerning transactions for a Portfolio in securities and will, without unreasonable delay, notify the Adviser and the Fund, unless such notification is prohibited by law enforcement or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof’s regulator(s).
Appears in 2 contracts
Samples: Sub Advisory Agreement (GuideStone Funds), Sub Advisory Agreement (GuideStone Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
(b) 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge 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, ; and (iv) has the full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust or the Fund(s).
B. (c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Investment Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
(d) The Sub-Adviser has provided the Trust and the Investment Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Trust and the Investment Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, (e) The Sub-Adviser will notify the Trust and the Investment Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser has adopted and implemented policies and procedures reasonably designed Adviser, in each case prior to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.
(f) The Sub-Adviser will promptly notify the Investment Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.
(g) The Sub-Adviser maintains, and will maintain during the duration of this Agreement, an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Asset Management Fund), Investment Sub Advisory Agreement (Asset Management Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, the Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV Part 1, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and ADV Part 2A and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or a change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition or other matter that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Hatteras Alternative Mutual Funds Trust), Investment Sub Advisory Agreement (Hatteras Alternative Mutual Funds Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long during the term of this Agreement;
(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the "Code of Ethics") and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as this Agreement remains in effectrequired by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (ii"Compliance Procedures") and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto; (v) It has delivered to the NB Parties copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto;
(v) It is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met Agreement 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company to a Fund pursuant to Section 9(a) of the 1940 Act or otherwise.other applicable law, rule or regulation; and
B. The Sub(vi) It shall use no material, non-Adviser has adopted a written code public information concerning portfolio companies that may be in or come into its possession or the possession of ethics complying with the requirements any of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and its affiliates or employees, nor will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify seek to obtain any such information, in providing investment advice or investment management services to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”Series; and(viii) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain It maintains an appropriate level of errors and omissions or professional liability insurance coveragecoverage and from time to time and upon reasonable request, to supply evidence of such coverage to the NB Parties.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Samples: Sub Advisory Agreement (Neuberger Berman Alternative Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund as well as any non-routine contact from the SEC or other regulator. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 1900 Xxx) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser and any actions taken in response to issues or items raised by the SEC or other regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, the Sub-Adviser shall furnish to the Trust and as otherwise requestedthe Adviser (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Sub-Adviser shall certify (i) promptly report to the Investment Adviser Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an Access Person under the Trust’s and the Trust that Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (iii) provide quarterly reports to the Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no on any material violation violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s code of ethics.
(“CCO”d) annual report The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material, non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliates or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Adviser. For clarity purposes, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a client of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusterrors, or (iii) other sub-advisers to an investment company under common control with any Portfolioincluding trade errors, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser, enforceable against it Adviser in accordance connection with its management of the Fund Account.
(j) The Sub-Adviser 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 terms hereofCFTC and a member of the NFA or exempt or excluded from CFTC registration requirements.
Appears in 1 contract
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser: (i) of any material reductions in its insurance policies or insurance coverage;
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other subof errors, including trade errors, made by the Sub-advisers to any other portfolio Adviser in connection with its management of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsFund Account.
F. This Agreement (j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a valid member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and binding Agreement regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in place that comply with all laws and regulations applicable to the Sub-Adviser and, to the best of the Sub-Adviser’s knowledge, enforceable against it meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in accordance the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the terms hereofconfidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 1 contract
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund,. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communication from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser Adviser, with respect to violations of the Sub-Adviser’s code of ethics affecting the Fund or the TrustFund Account, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies employees or its agents to examine summaries of internal or external assessments that include descriptions of testing of, and the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and all related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or senior management of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser: (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any claims in excess of twenty percent (20%) of the coverage amount will be made on one or more of its insurance policies.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusterrors, or (iii) other sub-advisers to an investment company under common control with any Portfolioincluding trade errors, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser in connection with its management of the Fund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 1 contract
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. The Sub-Adviser will provide the Board with a certification that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 from violating the code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under code of ethics, but only to the Advisers Actextent such reports and/or records relate to the provision of services hereunder.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the (c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund, policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund and Sub-Adviser. The Sub-Adviser shall provide access to the Adviser and its agents and representatives to its policies and procedures pertaining to its activities and duties hereunder and shall notify the Adviser, via quarterly certification or otherwise at the request of the Adviser, of: (1) any material changes to its policies and procedures; (2) any new policies and procedures as they pertain to activities or duties performed hereunder; and (3) the retirement of any policies and procedures as they pertain to activities or duties performed hereunder. The Sub-Adviser will promptly notify the Adviser upon detection of any material violations of the Sub-Adviser’s own compliance policies and procedures that relate to its activities or duties hereunder. The Sub-Adviser will promptly notify the Adviser upon detection of any material violations of the Sub-Adviser’s own compliance matters (as defined in Rule 38a-1 under the 1940 Act) relating directly or indirectly to the Fund, the Company, the Adviser or the Sub-Adviser of which it is aware.
(d) The Sub-Adviser has provided the Company and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to its Form ADV the Company and Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser’s services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Fund arising out of an assignment or change in control of the Sub-Adviser, including reimbursement of reasonable costs associated with preparing, printing and mailing information statements to shareholders of the Fund.
(f) The Sub-Adviser will notify the Adviser immediately upon detection of (a) any material failure to manage the Fund in accordance with the Fund’s stated investment objectives and policies or any applicable law; or (b) any material breach of any of the Fund’s or Sub-Adviser’s policies, guidelines or procedures related to the Fund.
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Company, Fund, Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the TrustFund in its composite performance. Notwithstanding the foregoing, or (iii) other subnothing in this Agreement shall be interpreted to prevent the Sub-advisers Adviser from referring to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement the names of the Fund managed by the Sub-Adviser.
(i) The Sub-Adviser will promptly notify the Adviser and the Company if the Sub-Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for a Fund. For the purposes of this paragraph, enforceable against a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality.
(j) The Sub-Adviser will promptly notify the Adviser and the Company to the extent required by applicable law in the event that the Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Company and the Adviser immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that would make any written information previously provided to the Adviser or the Company materially inaccurate or incomplete or if any such written information becomes untrue in accordance with the terms hereofany material respect.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (State Street Variable Insurance Series Funds Inc)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 1940 Act) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, and any changes in the portfolio manager(s) of the Fund Account, in the case of a change in a portfolio manager prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by agrees to, upon the Sub-Adviser and its supervised persons request of the Advisers ActAdviser, bear all reasonable expenses of the Trust and Adviser, if any, directly relating to the preparation and dissemination of updated disclosure documents arising out of such change; provided that the Adviser shall use reasonable best efforts to coordinate the preparation, consideration and approval of such documentation in connection with the normal course activities of the Trust and the Board.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser: (i) of any decrease in its insurance coverage (in breadth or amount); or (ii) if any claims in excess of twenty percent (20%) of the coverage amount will be made on one or more of its insurance policies.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusterrors, or (iii) other sub-advisers to an investment company under common control with any Portfolioincluding trade errors, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser in connection with its management of the Fund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 1 contract
Representations of the 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, 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser Adviser, or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codecode of ethics, and annually will provide copies of internal or external assessments that include descriptions of testing of, and the Sub-adviserAdviser’s compliance with itswith, Code its code of Ethicsethics, including the Sub-Adviser’s Chief Compliance Officerchief compliance officer’s (“CCO”) annual report required under by the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio Trust’s and Investment Adviser’s Chief Compliance Officers to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a PortfolioFund, if any, (ii) other sub-advisers to any other portfolio Fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any PortfolioFund, concerning transactions for a Portfolio Fund in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons 's code of the Advisers Actethics.
D. The Sub-Adviser agrees has provided the Trust and the Adviser with a copy of its Form ADV Part I, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and ADV Part II and promptly will furnish a copy of all amendments to maintain an appropriate level of errors the Trust and omissions the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or professional liability insurance coverageother significant developments affecting the Sub-Adviser, as required by the Advisers Act.
E. The Sub-Adviser acknowledges that will notify the Investment Adviser Trust and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to of any other portfolio assignment of the Trust, this Agreement or (iii) other sub-advisers to an investment company under common change of control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it as applicable, and any changes in accordance with the terms hereofkey personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement.
H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser or any of its affiliates are a party.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (BHR Institutional Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long during the term of this Agreement;
(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as this Agreement remains in effectrequired by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (ii“Sub-Adviser Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Sub-Adviser Compliance Procedures and any amendments thereto;
(v) It has delivered to the NB Parties copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto;
(vi) It is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met Agreement 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company to a Fund pursuant to Section 9(a) of the 1940 Act or otherwise.other applicable law, rule or regulation;
B. The Sub(vii) It shall use no material, non-Adviser has adopted a written code public information concerning portfolio companies that may be in or come into its possession or the possession of ethics complying with the requirements any of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and its affiliates or employees, nor will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify seek to obtain any such information, in providing investment advice or investment management services to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s Series; and
(“CCO”viii) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain It maintains an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Samples: Sub Advisory Agreement (Neuberger Berman Alternative Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also promptly notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, and any changes in the portfolio manager(s) of the Fund Account, in the case of a change in a portfolio manager prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by agrees to, upon the Sub-Adviser and its supervised persons request of the Advisers ActAdviser, bear all reasonable expenses of the Trust and Adviser, if any, directly relating to the preparation and dissemination of updated disclosure documents arising out of such change; provided that the Adviser shall use reasonable best efforts to coordinate the preparation, consideration and approval of such documentation in connection with the normal course activities of the Trust and the Board.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser: (i) of any decrease in its insurance coverage (in breadth or amount); or (ii) if any claims in excess of twenty percent (20%) of the coverage amount will be made on one or more of its insurance policies.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusterrors, or (iii) other sub-advisers to an investment company under common control with any Portfolioincluding trade errors, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser in connection with its management of the Fund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event the Sub-Adviser determines has had a material impact on its operations and that requires the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 1 contract
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.
F. The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser and Adviser’s ability to fulfill its supervised persons of the Advisers Actcommitment under this Agreement.
D. G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (DundeeWealth Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser is currently in material compliance and shall at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
B. 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Portfolio and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Investment Company Act and Rule 204A-1 204 A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-l(c)(l) and Rule 204A-l(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report 's code of ethics.
D. The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV Part I, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and ADV Part II and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, E. The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser shall provide a certification to Adviser, as applicable, and any changes in the Portfolio to key personnel who are either the effect that portfolio manager(s) of the Portfolio(s) or senior management of the Sub-Adviser, in each case prior to or promptly after, such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser and its supervised persons of the Advisers ActAdviser.
D. F. The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement.
G. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. H. The execution, delivery and performance of this Agreement do not, and will not, conflict with, or result in any violation or default under, any agreement to which Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to or any of its affiliates are a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assetsparty.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (BHR Institutional Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. (a) The Sub-Adviser 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 remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization 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 Investment Trust and Adviser of any breach of this Agreement, if any representation under this Agreement becomes untrue or the occurrence of any event that could reasonably have a materially adverse impact on the Sub-Adviser’s ability to provide services under this Agreement or 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. The Sub-Adviser will also immediately notify the Trust and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, or any threat thereof, before or by any court, public board or body, directly involving the affairs of the Fund. The Sub-Adviser further agrees to notify the Adviser or the Trust promptly if any statement regarding the Sub-Adviser contained in the Registration Statement with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.
B. (b) The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto. The Sub-Adviser will notify the Adviser promptly of any material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) relating directly or indirectly to, or could reasonably be expected to have an impact on, the Fund Account, the Fund, the Trust, the Adviser or the Sub-Adviser. The Sub-Adviser will also notify the Adviser of any remedial actions that it takes in response to deficiency letters or similar communications from the SEC or another regulator.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Sub-Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within forty-five thirty (4530) days of following the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify furnish to the Investment Adviser Trust and the Trust Adviser: (i) a written report that describes any issues arising under the code of ethics or procedures during the relevant period, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to material violations; and (ii) a written certification that the Sub-Adviser has complied with adopted procedures reasonably necessary to prevent violations of the requirements code of Rule 17j-1 and Rule 204A-1 during ethics. In addition, the previous year and that there has been no Sub-Adviser shall: (iii) promptly report to the Board in writing any material amendments to its code of ethics; (iv) immediately furnish to the Board all information regarding any material violation of the code of ethics by any person who would be considered an “Access Person” under the Trust’s and Adviser’s code of ethics, if such person were not subject to the Sub-Adviser’s code of ethics; and (v) provide quarterly reports to the Adviser on any material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violationduring the period so indicated. Upon the reasonable written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(d)(1) and related records.
(d) The Sub-Adviser has provided the Trust and the Adviser with itsa copy of its Form ADV Part 2A, Code which as of Ethics, including the date of this Agreement is its Form ADV Part 2A as most recently filed with the SEC and promptly will furnish a copy of any material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect significant developments affecting the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report , as required under by the Advisers Act.
C. Upon written request(e) The Sub-Adviser will notify the Trust and the Adviser of any change of control of the Sub-Adviser, including any change of its general partners, controlling persons or 25% shareholders, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund Account or C-level executives of the Sub-Adviser, in each case prior to such change if the Sub-Adviser shall provide a certification to the Portfolio to the effect that the is aware of such change but in any event not later than promptly after such change. The Sub-Adviser has adopted and implemented policies and procedures reasonably designed agrees to prevent violation by the Sub-Adviser and its supervised persons bear all reasonable expenses of the Advisers ActTrust and Adviser, if any, arising out of such change.
D. (f) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. coverage in an amount agreed upon from time to time by the Adviser and Sub-Adviser from insurance providers that are in the business of regularly providing insurance coverage to investment advisers. In no event shall such coverage be less than $5,000,000. The Sub-Adviser acknowledges shall upon request provide to the Adviser any information it may reasonably require concerning the amount or scope of such insurance. The Sub-Adviser shall provide written notice to the Adviser of any material decrease in its insurance coverage amount.
(g) The Sub-Adviser will not, in violation of applicable law or regulation, use any material non-public information concerning portfolio companies that may be in or come into its possession or the Investment possession of any of its affiliated persons or employees in providing investment advice or investment management services to the Fund.
(h) The Sub-Adviser and agrees that neither it, nor any of its affiliated persons, will in any way refer directly or indirectly to its relationship with the Trust intend to rely on Rule 17a-10Trust, Rule 10f-3the Fund, Rule 12d3the Adviser or any of their respective affiliated persons in offering, marketing or other promotional materials without the express written consent of the Adviser. For the avoidance of doubt, the Sub-1 and Rule 17e-1 under Adviser may identify itself as a sub-adviser of the 1940 ActFund during the term of this Agreement, which such right terminating upon termination of this Agreement, and the Sub-Adviser agrees not to consult with may use the performance of the Fund Account in its composite performance.
(i) other subThe Sub-advisers Adviser agrees to a Portfolionotify the Adviser, if anyas soon as practicable, (ii) other sub-advisers to any other portfolio of the Trusterrors, or (iii) other sub-advisers to an investment company under common control with any Portfolioincluding trade errors, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of made by the Sub-Adviser in connection with its management of the Fund Account.
(j) The Sub-Adviser 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 Commodity Futures Trading Commission (“CFTC”) and a member of the NFA or exempt or excluded from CFTC registration requirements. If required by the CEA or the rules and regulations thereunder promulgated by the CFTC, the Sub-Adviser will provide the Fund with a copy of its most recent CFTC disclosure document or a written explanation of the reason why it is not required to deliver such a disclosure document.
(k) The Sub-Adviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and can be implemented within a 24-hour time period. The Sub-Adviser shall notify the Adviser, enforceable against it as soon as practicable by telephone, email or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event requiring the Sub-Adviser to implement any procedures under such plan.
(l) The Sub-Adviser has administrative, technical and physical safeguards in accordance place that comply with all laws and regulations applicable to the terms hereofSub-Adviser and meet or exceed the information security standards and practices that are commonly utilized by similarly sized managers in the asset management industry and, in the event the Sub-Adviser becomes aware of any actual or suspected network, system and/or data breach with respect to its infrastructure (including, but not limited to, a system intrusion, virus or malicious code attack, loss of data, data theft, unauthorized access to confidential information and/or nonpublic personal information, hacking incident or any acts of data xxxxxx) that results in unauthorized access to and/or use by third parties of the confidential information of the Fund or the Adviser (each, a “Cybersecurity Breach”), the Sub-Adviser will immediately take appropriate steps to contain or mitigate the Cybersecurity Breach, and notify the Adviser and the Fund.
Appears in 1 contract
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It 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 during the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by term of 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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.
B. The Sub-Adviser It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the "Code of Ethics") and Rule 204A-1 under has provided the Advisers Act and will provide the Investment Adviser Manager and the Trust with a copy of such code Code of ethics. Within fortyEthics and will provide copies of any future amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-five Adviser, its employees, officers, and agents (45) days "Compliance Procedures"), and the Manager and the Trust have been provided a copy of a summary of the end Compliance Procedures and will be provided with any future amendments thereto;
(v) It has delivered to the Manager copies of its Form ADV, Part 2A as most recently filed with the SEC and its current Form ADV, Part 2B. It also will provide the Manager and the Trust with a copy of any future filings of Form ADV or any amendments thereto in accordance with the delivery requirements of Rule 204-3(b) under the Advisers Act;
(vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Manager and the Trust of the last calendar quarter occurrence of each year any event that this Agreement is in effect, and as otherwise requested, would likely disqualify the Sub-Adviser from serving as an investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;
(vii) It shall certify to use no material, non-public information concerning portfolio companies that may be in or come into its possession or the Investment Adviser and the Trust that possession of any of its affiliates or employees, nor will the Sub-Adviser has complied with seek to obtain any such information, in providing investment advice or investment management services to the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation Series;
(viii) Prior to launch of the Sub-Adviser’s code of ethics orSeries, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually it will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act(ix) It has reviewed, and will in the future review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the foregoing) and advertising and sales material relating to the Series (collectively the "DISCLOSURE DOCUMENTS") as and when furnished to the Sub-Adviser agrees not by the Manager and represents and warrants that, solely with respect to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of disclosure about the Sub-Adviser, enforceable against it the manner in accordance which the Sub-Adviser manages the Allocated Portion and information relating directly or indirectly to the Sub-Adviser (the "SUB-ADVISER DISCLOSURE"), such Disclosure Documents contain or will contain, no untrue statement of any material fact and do not and will not omit any statement of material fact required to be stated therein or necessary to make the statements therein not misleading; and
(x) It (a) is a member of the National Futures Association ("NFA") and is registered with the terms hereofU.S. Commodity Futures Trading Commission ("CFTC") as a commodity pool operator and commodity trading advisor, (b) will comply in all material respects with applicable NFA and CFTC rules and regulations with respect to its obligations under this Agreement, and (c) will notify the Adviser of any change in its status with respect to the foregoing sub-section (a) or failure to comply with respect to the foregoing sub-section (b).
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Advisors' Inner Circle Fund III)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. The Sub-Adviser 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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. The Sub-Adviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act's code of ethics.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the The Sub-Adviser has adopted provided the Trust and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and with a copy of its supervised persons Form ADV, which as of the Advisers Actdate of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission ("SEC") and promptly will furnish a copy of all amendments to the Trust and the Adviser at least annually.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges agrees that the Investment Adviser and the Trust intend neither it, nor any of its affiliates, will in any way refer directly or indirectly to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult its relationship with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, the Fund, the Adviser or (iii) other sub-advisers to an investment company under common control with any Portfolioof their respective affiliates in offering, concerning transactions for a Portfolio in securities marketing or other assets.
F. This Agreement is a valid and binding Agreement promotional materials without the express written consent of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Samples: Sub Advisory Agreement (Regions Morgan Keegan Select Funds)
Representations of the 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment Adviser Manager 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify the Portfolio and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio; provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Investment Company Act and will provide the Investment Adviser Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust Manager that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the reasonable written request notice of the Investment Adviser or the TrustManager, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Manager, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance Adviser by Rule 17j-1(c)(1).
C. The Sub-Adviser has provided the Trust and the Manager with itsa copy of its Form ADV, Code which as of Ethics, including the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and promptly will furnish a copy of all material amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written requestorganizational structure, professional staff or other significant developments affecting the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation Adviser, as required by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The In accordance with the foregoing, Manager hereby consents to receive Sub-Adviser’s Form ADV and other Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The communications (the “Sub-Adviser acknowledges that the Investment Adviser and the Trust intend Communications”) via e-mail to rely on Rule 17a-10, Rule 10f-3, Rule 12d3Manager’s e-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.mail address set out
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Eq Advisors Trust)
Representations of the 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry 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 Fund(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision.
B. The Sub-Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
C. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Investment Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
D. The Sub-Adviser has provided the Corporation and the Investment Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Corporation and the Investment Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. F. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. G. The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Corporation, the Fund(s), the Investment Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio express written consent of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Investment Adviser, enforceable against it in accordance with except as required by rule, regulation or upon the terms hereofrequest of a governmental authority.
Appears in 1 contract
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect, ; (ii) is not prohibited by the 1940 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) to the best of its knowledge, has met and will seek to continue to meet 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
B. (b) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer, compliance officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-l(c)(l) and Rule 204A-l(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under 's code of ethics but only to the Advisers Actextent such reports and/or records relate to the provision of services hereunder.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the (c) The Sub-Adviser has adopted and implemented and will maintain (a) in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser's activities or services could affect the Fund(s), policies and procedures reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the Investment Company Act) by the Fund(s) and the Sub-Adviser.
(d) The Sub-Adviser has provided the Trust and the Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all material amendments to the Trust and the Adviser at least annually. Such amendments shall reflect those material changes in the Sub-Adviser's organizational structure, professional staff or other significant developments affecting the Sub-Adviser's services hereunder, which are required by the Advisers Act.
D. (e) The Sub-Adviser will notify the Trust and the Adviser of any assignment of this Agreement or change of control of the Sub-Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Fund(s) or senior management of the Sub-Adviser with management responsibilities relating to the services hereunder, in each case prior to or promptly after, such change. The Sub-Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control of the Sub-Adviser.
(f) The Sub-Adviser will notify the Adviser immediately upon detection of (a) any failure to manage the Fund(s) in accordance with the Fund(s)' stated investment objectives and policies or any applicable law; or (b) any breach of any of the Fund(s)' or the Sub-Adviser's policies, guidelines or procedures related to the Fund(s).
(g) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (h) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Investment Trust, the Fund(s), the Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10express written consent of the Adviser, Rule 10f-3except as required by rule, Rule 12d3-1 and Rule 17e-1 under regulation or upon the 1940 Actrequest of a governmental authority. However, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio may use the performance of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio Fund in securities or other assetsits composite performance.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (State Street Master Funds)
Representations of the Sub-Adviser. The Sub-Adviser represents, represents warrants and agrees as followsthat:
A. The Sub-Adviser (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long during the term of this Agreement;
(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto;
(iv) It has adopted and implemented written policies and procedures, as this Agreement remains in effectrequired by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (ii“Compliance Procedures”) and, the Adviser and the Trust have been provided a copy of a summary of the Compliance Procedures and any amendments thereto;
(v) It has delivered to the Manager copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto;
(vi) It is not prohibited by the 1940 Act, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, (iii) has met Agreement 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company to a Fund pursuant to Section 9(a) of the 1940 Act or otherwise.other applicable law, rule or regulation;
B. The Sub(vii) It shall use no material, non-Adviser has adopted a written code public information concerning portfolio companies that may be in or come into its possession or the possession of ethics complying with the requirements any of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and its affiliates or employees, nor will provide the Investment Adviser and the Trust with a copy of such code of ethics. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify seek to obtain any such information, in providing investment advice or investment management services to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s Series; and
(“CCO”viii) annual report required under the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. The Sub-Adviser agrees to maintain It maintains an appropriate level of errors and omissions or professional liability insurance coveragecoverage from an insurance company that has a minimum credit rating of A- from at least one national recognized credit rating agency.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Samples: Sub Advisory Agreement (Neuberger Berman Alternative Funds)
Representations of the Sub-Adviser. The Sub-Adviser Sub- adviser represents, warrants and agrees covenants as follows:
A. a. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and is qualified in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it.
b. It has full power and authority to enter into this Agreement and to perform its obligations under this Agreement.
c. This Agreement has been duly and validly authorized, executed, and delivered by it and is enforceable against it in accordance with its terms.
d. The Sub-Adviser 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, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this 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 notice promptly to the Adviser of any such violations relating to the Fund; (v) has materially met and will seek to continue to materially 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 full power and authority to enter into and perform the services contemplated by this Agreement, agency; and (vvi) will promptly notify the Investment Adviser of the occurrence of any event that would disqualify the Sub-Adviser adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. e. The Sub-Adviser adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust with a copy of such the code of ethics. Within forty-five (45) 60 days of the end of the last each calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a duly authorized officer of the Sub-Adviser adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser adviser, including its personnel, has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s adviser's code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request The Sub- adviser will report quarterly, in reasonable detail, any material violations of the Investment Adviser law or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance adviser's code of ethics related to the Fund, or matters impacting the Sub- adviser's ability to comply with its Code, and annually will provide copies of internal applicable law or external assessments that include descriptions of testing of, and the Sub-adviser’s compliance 's ability to perform under this Agreement, and the action taken in response to such violations or matters.
f. To the best of its knowledge, there are no pending, threatened, or contemplated in writing actions, suits, proceedings, or investigations before or by any court, governmental, administrative or self-regulatory body, board of trade, exchange, or arbitration panel to which it or any of its directors, officers, employees, partners, shareholders, members or principals, or any of its affiliates is a party or to which it or its affiliates or any of its or its affiliates' assets are subject, nor has it or its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of its or their activities which might reasonably be expected to result in a material adverse change in its condition (financial or otherwise), business, or which might reasonably be expected to impair its ability to discharge its obligations under this Agreement.
g. It has all governmental, regulatory, self- regulatory, and exchange licenses, registrations, memberships, and approvals required to act as an investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approvals.
h. The Sub-adviser will provide the Adviser and the Fund with its, Code a copy of Ethics, including its Form ADV Parts 2a and 2b and promptly furnish a copy of all amendments thereto to the Adviser and the Fund.
i. The Sub-adviser will promptly notify the Adviser if any one of the following individuals cease to participate directly in the day-to-day management of the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Act.
C. Upon written requestadviser: Xxxxx X. Xxxxxx, the Sub-Adviser shall provide a certification to the Portfolio to the effect Xxxxxxx X. Xxxx, Xxxxxx Xxxxxx, and Xxxx X. Xxxxxx; provided, however, that the Sub-adviser may, from time to time, provide written notice to the Adviser has adopted of a change to the then-existing list of key persons and implemented policies and procedures reasonably designed to prevent violation such change shall be deemed agreed if not disputed in writing by the Adviser within thirty (30) days of receipt of such notice from the Sub- adviser.
j. The information provided by the Sub-adviser to the Adviser and its supervised persons of or the Advisers Act.
D. The Sub-Adviser agrees Fund in writing shall not, to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Sub-Adviser acknowledges that the Investment Adviser and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement knowledge of the Sub-Adviseradviser, enforceable against contain an untrue statement of a material fact or omit to state a material fact necessary to make the information not misleading. k. If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties in accordance this Agreement inaccurate or incomplete in any material respect, it will provide immediate written notification to the Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto, and it is agreed that the failure to provide such notification of the failure to continue to be in compliance with the terms hereofforegoing representations and warranties shall be deemed a material breach of this Agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (ASGI Mesirow Insight Fund, LLC)
Representations of the 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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, and (v) will promptly notify the Investment 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 Investment Company Act or otherwise.
B. The Sub-Adviser has duly adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act Act, and will provide the Investment Adviser and the Trust with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Codewill furnish to Adviser, such records as may be reasonably xxxxxxxx.xx Rule 17j-l(c)(1) and annually will provide copies of internal or external assessments that include descriptions of testing of, Rule 204A-l(b) and Sub-adviser’s compliance with its, Code of Ethics, including all other records relevant to the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers Actcode of ethics.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Federal Securities Laws as defined under the Advisers Act and the Investment Company Act.
D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. The Form ADV of the Sub-Adviser acknowledges that Adviser, as provided to the Investment Adviser and the Trust intend Fund in connection with the approval of this Agreement, is a true and complete copy of the form as currently in effect.
F. There is no material fact respecting or relating to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees that is contained in the Registration Statement that is untrue or inaccurate in any material respect. Sub-Adviser will notify the Investment Adviser and the Fund promptly of any material fact respecting or relating to Sub-Adviser that is not contained in the Registration Statement or of any statement contained therein respecting or relating to consult with Sub-Adviser that becomes untrue or inaccurate in any material respect.
G. 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 Sub- Adviser or any of its “affiliated persons” is a party, or to which any of the assets of the Sub-Advises is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects; (ii) affect adversely in any material respect any of the Sub-Adviser’s assets; (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Agreement. The Sub- Adviser has not received any notice of an investigation by the SEC or any state regarding the Federal Securities Laws (as defined under the Investment Company Act and the Advisers Act).
H. The Sub-Adviser will discharge its duties under this Agreement in accordance with the applicable provisions of the Investment Company Act, the Advisers Act, the rules and regulations thereunder, and any and all other subapplicable laws.
I. The execution, delivery and performance by the Sub-advisers to Adviser of this Agreement are within the Sub- Adviser's powers and have 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.
J. The execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a Portfoliodefault under (i) any provision of applicable law, if anyrule or regulation, (ii) other subthe Sub-advisers to any other portfolio Adviser's certificate of the Trustincorporation or by-laws, or (iii) other sub-advisers to an investment company under common control with any Portfolioagreement judgment, concerning transactions for a Portfolio in securities injunction, order, decree or other assetsinstrument binding upon the Sub-Adviser.
F. K. This Agreement is a valid and binding Agreement agreement of the Sub-Adviser, enforceable against it in accordance with the terms hereof.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Boulder Growth & Income Fund)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:
A. (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 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 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 full power and authority to enter into and perform the services contemplated by this Agreement, ; and (v) will promptly notify the Investment 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry 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 Fund(s) or the Sub-Adviser, provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision.
B. (b) The Sub-Adviser is currently in compliance and shall at all times continue to be in compliance with the requirements imposed upon the Sub-Adviser by applicable law and regulations.
(c) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Sub-Adviser shall certify to the Investment Adviser and the Trust that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the TrustAdviser, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with permit the Investment Adviser, its Code, and annually will provide copies of internal employees or external assessments that include descriptions of testing of, and its agents to examine the reports required to be made to the Sub-adviser’s compliance with its, Code of Ethics, including Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Sub-Adviser’s Chief Compliance Officercode of ethics.
(d) The Sub-Adviser has provided the Trust and the Investment Adviser with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Investment Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s (“CCO”) annual report organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required under by the Advisers Act.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the Sub-Adviser has adopted and implemented policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons of the Advisers Act.
D. (e) The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
E. (f) The Sub-Adviser acknowledges agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Investment Adviser and or any of their respective affiliates in offering, marketing or other promotional materials without the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Sub-Adviser agrees not to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio express written consent of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-Investment Adviser, enforceable against it in accordance with except as required by rule, regulation or upon the terms hereofrequest of a governmental authority.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (WisdomTree Trust)
Representations of the Sub-Adviser. The Sub-Adviser represents, warrants warrants, and agrees as follows:
A. The Sub-Adviser 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, Act or the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement, ; (iii) has met 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 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 immediately notify the Investment 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(a9 (a) of the 1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Trust Transamerica IDEX with a copy of such code of ethicsethics and any amendments thereto, together with evidence of adoption for review and approval by the Board. Within forty-five (45) days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the The Sub-Adviser shall certify to the Investment Adviser and the Trust understands that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of Board is required to approve the Sub-Adviser’s 's code of ethics or, if and acknowledges that the Agreement is conditioned upon such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Investment Adviser or the Trust, the Sub-Adviser shall provide reasonable periodic certifications regarding compliance with its Code, and annually will provide copies of internal or external assessments that include descriptions of testing of, and Sub-adviser’s compliance with its, Code of Ethics, including the Sub-Adviser’s Chief Compliance Officer’s (“CCO”) annual report required under the Advisers ActBoard approval.
C. Upon written request, the Sub-Adviser shall provide a certification to the Portfolio to the effect that the The Sub-Adviser has adopted and implemented proxy voting policies and procedures reasonably designed to prevent violation ensure that the proxies are voted in the best interests of the Fund and its shareholders and complying with Rule 206(4)-6 under the Advisers Act and will provide the Investment Adviser and Transamerica IDEX with a copy of such policies and procedures and any amendments thereto, together with evidence of adoption for review and approval by the Board. The Sub-Adviser understands that the Board is required to approve the Sub-Adviser Adviser's proxy voting policies and its supervised persons of procedures and acknowledges that the Advisers ActAgreement is conditioned upon such Board approval.
D. The Sub-Adviser agrees has provided the Investment Adviser and Transamerica IDEX with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any material amendment to maintain an appropriate level its Form ADV with the SEC, furnish a copy of errors and omissions or professional liability insurance coveragesuch amendment to the Investment Adviser.
E. The Sub-Adviser has adopted compliance policies and procedures complying with the requirements of Rule 206(4)-7 under the Advisers Act, has provided Transamerica IDEX and the Investment Adviser with a copy of such compliance policies and procedures or a summary thereof (and will provide them with any amendments thereto or an updated summary), and agrees to reasonably assist the Fund in complying with the Fund's compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, to the extent applicable. The Sub-Adviser understands that the Board is required to approve the Sub-Adviser's compliance policies and procedures and acknowledges that the Agreement is conditioned upon such Board approval.
F. The Sub-Adviser will manage the Fund so that the Fund (or a portion over which the Sub-Adviser is responsible for the management thereof) will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, and will promptly notify the Investment Adviser and the Trust intend Fund upon having a reasonable basis for believing that the Fund has ceased to rely on Rule 17a-10, Rule 10f-3, Rule 12d3so qualify or may not so qualify in the future.
G. The Sub-1 Adviser shall notify the Investment Adviser and Rule 17e-1 under the 1940 Act, and Fund promptly of any material fact known to the Sub-Adviser agrees not relating to consult with (i) other sub-advisers to a Portfolio, if any, (ii) other sub-advisers to any other portfolio of the Trust, or (iii) other sub-advisers to an investment company under common control with any Portfolio, concerning transactions for a Portfolio in securities or other assets.
F. This Agreement is a valid and binding Agreement of the Sub-AdviserAdviser that is required to be disclosed in, enforceable against it but not contained in accordance with the terms hereofRegistration Statement, or any amendment or supplement thereto (subject to applicable legal requirements), or of any statement contained therein that becomes untrue in any material respect.
H. The Sub-Adviser shall not divert the 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 Fund, any other series of Transamerica IDEX, or any other registered investment company.
Appears in 1 contract
Samples: Sub Advisory Agreement (Transamerica Idex Mutual Funds)
