Common use of Representations of the Sub-Adviser Clause in Contracts

Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees that: a. The Sub-Adviser 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 is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted. c. This Agreement is enforceable against the Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. d. 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. (i) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and any individuals whose signatures are affixed to this Agreement on behalf of the Sub-Adviser have full authority and power to execute this Agreement on behalf of the Sub-Adviser, (ii) 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, and (iii) the execution, delivery and performance by the Sub-Adviser of this Agreement do not, and will not, conflict with, or result in any violation or default under, (A) any provision of applicable law, rule or regulation, (B) the Sub-Adviser’s governing instruments, or (C) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser or any of its affiliates. f. 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 and (ii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements or the applicable requirements of any regulatory or industry self-regulatory agency (including any licensing or registration requirements), necessary to be met in order to perform the services contemplated by this Agreement. g. 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. h. The Sub-Adviser agrees to maintain errors and omissions insurance coverage in an amount appropriate for its business taking into account any material claims made on its insurance policies that would materially impact the amounts available for future claims, and shall provide written evidence of insurance from time to time upon request from the Investment Manager or the Fund. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Fund with any information it may reasonably require concerning the amount of or scope of such insurance. i. Except as otherwise specified herein, the Sub-Adviser 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 Manager.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund), Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund)

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Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees thatas 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. b. The Sub-Adviser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted. c. This Agreement is enforceable against the Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. d. 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. (i) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and any individuals whose signatures are affixed to this Agreement on behalf of the Sub-Adviser have full authority and power to execute this Agreement on behalf of the Sub-Adviser, (ii) 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, and (iii) the execution, delivery and performance by the Sub-Adviser of this Agreement do not, and will not, conflict with, or result in any violation or default under, (A) any provision of applicable law, rule or regulation, (B) the Sub-Adviser’s governing instruments, or (C) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser or any of its affiliates. f. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement and Agreement; (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. g. ; (iv) has the 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is currently 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 if it is served or otherwise receives notice of any material compliance 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 Sub-Adviser, in each case, if such notice or reporting is permitted by law, such government agency or regulator (as applicable), provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision. Any notification will be considered prompt if it is given in a manner consistent with the Sub-Adviser’s fiduciary and shall at all times continue other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to materially comply other affected parties within the time that such filing or notice is required by applicable law. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements imposed upon of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five 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 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, the Sub-Adviser shall permit the Investment Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by applicable law Rule 17j-1(c)(1) and regulationsRule 204A-1(b) and all other records relevant to the Sub-Adviser’s code of ethics. h. C. 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, will provide a copy of Part 2A annually, and promptly will furnish a copy of all material amendments to the Investment Adviser. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage coverage. E. The 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 an amount appropriate securities or other assets. F. The Sub-Adviser (i) is registered with the CFTC as a CTA and will continue to be so for its business taking into account so long as it is required to be to perform services under this Agreement; (ii) is a member of NFA and will continue to be so for so long as it is required to be to perform services under this Agreement; (iii) is not prohibited by the CEA or other law, regulation or order from performing the services contemplated by this Agreement; (iv) has met and will seek to continue to meet for so long as this Agreement is in effect with respect to the Funds, any material claims made on its insurance policies that would materially impact the amounts available for future claimsother applicable federal or state requirements, and shall provide written evidence of insurance from time to time upon request from the Investment Manager or the Fundapplicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) has the authority to enter into and perform the services contemplated by this Agreement. Furthermore, The Sub-Adviser will comply with any applicable provisions of the CEA and the rules and regulations thereunder or exemptions thereunder as well as the rules of NFA with respect to serving as the sub-adviser of each of the Funds. The parties agree and acknowledge that the Sub-Adviser shallis not a “commodity pool operator” with respect to any Fund and, upon reasonable requestspecifically, provide the Managed Futures Strategy Fund with any information it may reasonably require concerning the amount of or scope of such insuranceand Global Real Return Fund. i. Except G. The Sub-Adviser agrees to reasonably cooperate with the Investment Adviser in connection with the Investment Adviser’s obligations and requirements, including any exemptions or other relief from such obligations and requirements, under the CEA, CFTC rules and NFA rules as otherwise specified hereinto each Fund, and specifically the Managed Futures Strategy and Global Real Return Funds, including, without limitation, any disclosure, recordkeeping, reporting and filing requirements. H. The Sub-Adviser will not delegate notify the Investment Adviser promptly if any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Investment Managerrepresentations or warranties in this Section 7 becomes untrue or inaccurate in any material respect.

Appears in 1 contract

Samples: Sub Advisory Agreement (WisdomTree Trust)

Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees thatas 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. b. The Sub-Adviser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted. c. This Agreement is enforceable against the Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. d. 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. (i) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and any individuals whose signatures are affixed to this Agreement on behalf of the Sub-Adviser have full authority and power to execute this Agreement on behalf of the Sub-Adviser, (ii) 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, and (iii) the execution, delivery and performance by the Sub-Adviser of this Agreement do not, and will not, conflict with, or result in any violation or default under, (A) any provision of applicable law, rule or regulation, (B) the Sub-Adviser’s governing instruments, or (C) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser or any of its affiliates. f. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement and Agreement; (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. g. ; (iv) has the 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is currently 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 if it is served or otherwise receives notice of any material compliance 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 Sub-Adviser, in each case, if such notice or reporting is permitted by law, such government agency or regulator (as applicable), provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision. Any notification will be considered prompt if it is given in a manner consistent with the Sub-Adviser’s fiduciary and shall at all times continue other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to materially comply other affected parties within the time that such filing or notice is required by applicable law. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements imposed upon of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five 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 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, the Sub-Adviser shall permit the Investment Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by applicable law Rule 17j-l(c)(l) and regulationsRule 204A-l(b) and all other records relevant to the Sub-Adviser’s code of ethics. h. C. 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, will provide a copy of Part 2A annually, and promptly will furnish a copy of all material amendments to the Investment Adviser. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage coverage. E. The 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 an amount appropriate securities or other assets. F. The Sub-Adviser (i) is registered with the CFTC as a CTA and will continue to be so for its business taking into account so long as it is required to be to perform services under this Agreement; (ii) is a member of NFA and will continue to be so for so long as it is required to be to perform services under this Agreement; (iii) is not prohibited by the CEA or other law, regulation or order from performing the services contemplated by this Agreement; (iv) has met and will seek to continue to meet for so long as this Agreement is in effect with respect to the Funds, any material claims made on its insurance policies that would materially impact the amounts available for future claimsother applicable federal or state requirements, and shall provide written evidence of insurance from time to time upon request from the Investment Manager or the Fundapplicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) has the authority to enter into and perform the services contemplated by this Agreement. Furthermore, The Sub-Adviser will comply with any applicable provisions of the CEA and the rules and regulations thereunder or exemptions thereunder as well as the rules of NFA with respect to serving as the sub-adviser of each of the Funds. The parties agree and acknowledge that the Sub-Adviser shall, upon reasonable request, provide the Fund is not a “commodity pool operator” with respect to any information it may reasonably require concerning the amount of or scope of such insuranceFund. i. Except G. The Sub-Adviser agrees to reasonably cooperate with the Investment Adviser in connection with the Investment Adviser’s obligations and requirements, including any exemptions or other relief from such obligations and requirements, under the CEA, CFTC rules and NFA rules as otherwise specified hereinto each Fund, the including, without limitation, any disclosure, recordkeeping, reporting and filing requirements. H. The Sub-Adviser will not delegate notify the Investment Adviser promptly if any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Investment Managerrepresentations or warranties in this Section 7 becomes untrue or inaccurate in any material respect.

Appears in 1 contract

Samples: Sub Advisory Agreement (WisdomTree Digital Trust)

Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees that: a. The Sub-Adviser 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) is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the State its jurisdiction of Delaware with the power to own and possess its assetsformation, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted. c. This Agreement is enforceable against the Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. d. The Sub-Adviser (iii) has all requisite power and authority to enter into and perform its obligations under this Agreement and (iiiii) has taken all necessary corporate action to authorize its execution, delivery, and performance of this Agreement. (i) . The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and any individuals whose signatures are affixed to this Agreement on behalf of the Sub-Adviser have full authority and power to execute this Agreement on behalf of the Sub-Adviser, (ii) 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, and (iii) the execution, delivery and performance by the Sub-Adviser of this Agreement do not, and will not, conflict with, or result in any violation or default under, (A) any provision of applicable law, rule or regulation, (B) the Sub-Adviser’s governing instruments, or (C) any agreement, judgment, injunction, order, decree or other instrument binding upon the agreement to which Sub-Adviser or any of its affiliatesaffiliates are a party. f. 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 and (ii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements or the applicable requirements of any regulatory or industry self-regulatory agency (including any licensing or registration requirements), necessary to be met in order to perform the services contemplated by this Agreement. g. d. 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. h. e. The Sub-Adviser agrees to maintain an appropriate amount of errors and omissions insurance coverage in an amount appropriate for its business taking into account any material claims made on its insurance policies that would materially impact the amounts available for future claims, and shall provide written evidence notice to the Fund of any material changes in its insurance from time to time upon request from the Investment Manager policies or the Fundinsurance coverage. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Fund with any information it may reasonably require concerning the amount of or scope of such insurance. i. f. Except as otherwise specified herein, the Sub-Adviser 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 Manager.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (U.S. Monthly Income Fund for Puerto Rico Residents, Inc.)

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Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees that: a. The Sub-Adviser 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 is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted. c. This Agreement is enforceable against the Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. d. 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. (i) . The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and any individuals whose signatures are affixed to this Agreement on behalf of the Sub-Adviser have full authority and power to execute this Agreement on behalf of the Sub-Adviser, (ii) 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, and (iii) the execution, delivery and performance by the Sub-Adviser of this Agreement do not, and will not, conflict with, or result in any violation or default under, (A) any provision of applicable law, rule or regulation, (B) the Sub-Adviser’s governing instruments, or (C) any agreement, judgment, injunction, order, decree or other instrument binding upon agreement to the Sub-Adviser or any of its affiliatesaffiliate, to the extent such affiliate is involved in providing services to the Fund, is a party. f. 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 and (ii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements or the applicable requirements of any regulatory or industry self-regulatory agency (including any licensing or registration requirements), necessary to be met in order to perform the services contemplated by this Agreement. g. d. 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. h. e. The Sub-Adviser agrees to maintain errors and omissions insurance coverage in an amount appropriate for not less than its business taking into account current level of coverage and shall provide written notice to the Fund (i) of any material changes in its insurance policies or insurance coverage or (ii) of any material claims made on its insurance policies that would materially impact the amounts available for future claims, and shall provide written evidence of insurance from time to time upon request from the Investment Manager or the Fundpolicies. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Fund with any information it may reasonably require concerning the amount of or scope of such insuranceinsurance to the extent such changes or claims relate to the Fund. i. f. Except as otherwise specified herein, the Sub-Adviser 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 Manager.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Cliffwater Corporate Lending Fund)

Representations of the Sub-Adviser. The Sub-Adviser represents, warrants and agrees thatas 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. b. The Sub-Adviser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted. c. This Agreement is enforceable against the Sub-Adviser in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. d. 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. (i) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action and any individuals whose signatures are affixed to this Agreement on behalf of the Sub-Adviser have full authority and power to execute this Agreement on behalf of the Sub-Adviser, (ii) 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, and (iii) the execution, delivery and performance by the Sub-Adviser of this Agreement do not, and will not, conflict with, or result in any violation or default under, (A) any provision of applicable law, rule or regulation, (B) the Sub-Adviser’s governing instruments, or (C) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser or any of its affiliates. f. 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 Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement and Agreement; (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. g. ; (iv) has the 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 Investment Company Act or otherwise. The Sub-Adviser will also promptly notify each Fund and the Investment Adviser if it is currently 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 if it is served or otherwise receives notice of any material compliance 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 Sub-Adviser, in each case, if such notice or reporting is permitted by law, such government agency or regulator (as applicable), provided, however, that routine regulatory examinations of the Sub-Adviser shall not be required to be reported by this provision. Any notification will be considered prompt if it is given in a manner consistent with the Sub-Adviser’s fiduciary and shall at all times continue other obligations under the Advisers Act and contemporaneously with any regulatory filing or notice to materially comply other affected parties within the time that such filing or notice is required by applicable law. B. The Sub-Adviser has adopted a written code of ethics complying with the requirements imposed upon of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Investment Adviser and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five 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 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, the Sub-Adviser shall permit the Investment Adviser, its employees or its agents to examine the reports required to be made to the Sub-Adviser by applicable law Rule 17j-1(c)(l) and regulationsRule 204A-l(b) and all other records relevant to the Sub-Adviser’s code of ethics. h. C. 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, will provide a copy of Part 2A annually, and promptly will furnish a copy of all material amendments to the Investment Adviser. D. The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage coverage. E. The Sub-Adviser agrees not to consult with (i) other sub-advisers to a Fund, if any, (ii) other sub-advisers to any other Fund of the Trust, or (iii) other sub-advisers to an investment company under common control with any Fund, concerning transactions for a Fund in an amount appropriate securities or other assets. F. The Sub-Adviser (i) is registered with the CFTC as a CTA and will continue to be so for its business taking into account so long as it is required to be to perform services under this Agreement; (ii) is a member of NFA and will continue to be so for so long as it is required to be to perform services under this Agreement; (iii) is not prohibited by the CEA or other law, regulation or order from performing the services contemplated by this Agreement; (iv) has met and will seek to continue to meet for so long as this Agreement is in effect with respect to the Funds, any material claims made on its insurance policies that would materially impact the amounts available for future claimsother applicable federal or state requirements, and shall provide written evidence of insurance from time to time upon request from the Investment Manager or the Fundapplicable requirements of any regulatory or industry self- regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) has the authority to enter into and perform the services contemplated by this Agreement. Furthermore, The Sub-Adviser will comply with any applicable provisions of the CEA and the rules and regulations thereunder or exemptions thereunder as well as the rules of NFA with respect to serving as the sub-adviser of each of the Funds. The parties agree and acknowledge that the Sub-Adviser shallis not a “commodity pool operator” with respect to any Fund and, upon reasonable requestspecifically, provide the WisdomTree Managed Futures Strategy Fund with any information it may reasonably require concerning and the amount of or scope of such insuranceWisdomTree Enhanced Commodity Strategy Fund. i. Except G. The Sub-Adviser agrees to reasonably cooperate with the Investment Adviser in connection with the Investment Adviser’s obligations and requirements, including any exemptions or other relief from such obligations and requirements, under the CEA, CFTC rules and NFA rules as otherwise specified hereinto each Fund, and specifically the WisdomTree Managed Futures Strategy Fund and the WisdomTree Enhanced Commodity Strategy Fund, including, without limitation, any disclosure, recordkeeping, reporting and filing requirements. H. The Sub-Adviser will not delegate notify the Investment Adviser promptly if any obligation assumed pursuant to this Agreement to any third party without first obtaining the written consent of the Fund and the Investment Managerrepresentations or warranties in this Section 7 becomes untrue or inaccurate in any material respect.

Appears in 1 contract

Samples: Sub Advisory Agreement (WisdomTree Trust)

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