REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER Sample Clauses

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Fund to delegate to the Sub-Adviser the provision of investment services to the Portfolio Account as contemplated hereby. b. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Directors of Great-West Funds to delegate to the Sub-Adviser the provision of investment services to the Fund Account as contemplated hereby. b. The Adviser is registered as an “investment adviser” under the Advisers Act. c. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. d. The Adviser represents and warrants to the Sub-Adviser that the Disclosure Documents will fully comply with the provisions of the 1933 Act, the 1934 Act, the 1940 Act, and other applicable laws, and the Disclosure Documents at all such times will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that this representation and warranty does not apply to statements or omissions in the Disclosure Documents made in reliance upon information furnished to Great-West Funds or the Adviser in writing by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the particular Disclosure Document. Great-West Funds and the Adviser will notify the Sub-Adviser promptly of the happening of any event which in the judgment of Great-West Funds or the Adviser makes any statement made in the Disclosure Documents untrue in any material respect or requires the making of any changes in the Disclosure Documents in order to make the statements therein, in the light of circumstances under which they were made, not misleading in any material respect, except that Great-West Funds and the Adviser need not make such notification with respect to information in the Disclosure Documents based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds had informed the Sub-Adviser was to be used in the particular Disclosure Document.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants, and agrees that: (a) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Contract 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 Contract; (iii) has met and will seek to continue to meet for so long as this Contract 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 Contract; (iv) has the authority to enter into and perform the services contemplated by this Contract; and (v) will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser will also immediately notify the Trust 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, involving the affairs of the Funds. (b) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy of such code of ethics, together with evidence of its adoption and a certification that the Adviser has adopted procedures reasonably necessary to prevent violations of such code of ethics. Within thirty (30) days following the end of the last calendar quarter of each year that this Contract is in effect, a senior officer of the Adviser shall furnish to the Trust (a) 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 (b) a written certification that the Adviser has adopted procedures reasonably necessary to prevent violations of the code of ethics. In addition, the Adviser shall (i) promptly report to the Board in writing any material amendments to its code of ethics; (ii) immediately furnish to the Board all material information regarding any violation of the code of ethics by any person who would be considered an Access Per...

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: A. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code of ethics and evidence of its adoption. Within forty-five (45) days of the end of the last calendar quarter of each year while this Agreement is in effect, an officer of the Adviser shall certify to the Trust that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no violation of the Adviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Trust, the Adviser shall permit the Trust, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1). C. The Adviser will, promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV, furnish a copy of such amendment to the Trust. D. Upon request of the Trust, the Adviser will provide assistance to the Custodian in the collection of income due or payable to the Fund. E. The Adviser will immediately notify the Trust of the occurrence of any event which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Act or otherwise.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: A. it has received a copy of Part II of the Sub-Adviser's Form ADV; B. it has full corporate power and authority (including the approval of the shareholders of the Fund) to enter into this Agreement (including the power and authority to appoint the Sub-Adviser hereunder) and to carry out its terms; and C. the Fund is either (i) excluded from the definition of the term "pool" under Section 4.5 of the General Regulations under the Commodity Exchange Act ("Rule 4.5"), or (ii) a qualifying entity under Rule 4.5(b) for which a notice of eligibility has been filed.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: (a) The Adviser has been duly authorized by the Board of Trustees of the Funds to delegate to the Sub-Adviser the provision of investment services to the Funds as contemplated hereby. (b) The 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; (i) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (ii) has met, and will 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 organization, necessary in order to perform the services contemplated by this Agreement; (iii) has the authority to enter into and perform the services contemplated by this Agreement; and (iv) will immediately notify the other party to the Agreement of the occurrence of any event that would disqualify it from serving as an investment adviser of any investment company pursuant to Section 9(a) of the 1940 Act or otherwise. (c) The Adviser represents and warrants that the Trust (including the Funds) is duly registered as an open-end investment company under the 1940 Act and shall promptly notify the Sub-Adviser if the Trust (including the Funds) is no longer so registered or covered by an applicable exemption from registration.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: A. The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: a. The Adviser has been duly authorized by the Board of Trustees of the Trust and the governing body of the Subsidiary to delegate to the Sub-Adviser the provision of investment services to the Sub-Advised Accounts as contemplated hereby. b. The Adviser is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon the Adviser by applicable law and regulations. c. The Adviser is registered with the CFTC in all capacities, if any, in which it is required under the U.S. Commodity Exchange Act, as amended, and the CFTC’s rules to be so registered and is a member of the NFA or is exempt from such registration and membership. d. The Adviser agrees to promptly notify the Sub-Adviser if it receives any formal written notice from the SEC or any other regulatory authority regarding an audit inspection, enquiry or an investigation or similar into the affairs of the Fund or into the affairs of the Adviser and/or the Trust in such manner that the Advisor determines would likely result in a finding with a material and negative impact on the Fund or the Sub-Adviser. e. To the extent that the Fund and/or the Subsidiary is an “AIF” as defined in Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (“AIFMD”), the Adviser acknowledges that the Sub-Adviser is not the “AIFM” (as defined in AIFMD) of the Fund and/or the Subsidiary (as applicable). f. Neither the Fund nor the Subsidiary shall invest in any illiquid securities for the purposes of the 1940 Act (save as may be traded by the Sub-Adviser pursuant to the Investment Program) without the Adviser having first provided the Sub-Adviser with 60 days’ prior written notice.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: A. The Adviser is registered as an “investment adviser” under the Investment Advisers Act of 1940 (“Advisers Act”) or is a “bank” as defined in Section 202(a)(2) of the Advisers Act. B. The Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to Rock Maple the provision of investment services to the Fund Account as contemplated hereby. C. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The Adviser will promptly after filing with the Securities and Exchange Commission an amendment to its Form ADV furnish a copy of such amendment to the Trust and the Adviser. E. The Adviser will immediately notify Rock Maple of the occurrence of any event which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or otherwise. The Adviser will also immediately notify Rock Maple 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.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser represents, warrants and agrees that: A. It is registered as an "Investment Adviser" under Advisers Act. B. It has been duly authorized by the Trustees and, to the extent required by the Act, by the Shareholders of the Fund to delegate to the Subadviser the provision of investment services to the Designated Series as contemplated hereby. C. Neither the execution and delivery nor the performance of this Agreement by the Adviser conflicts with or violates the governing instrument(s) of the Adviser or any agreement to which the Adviser is a party and does not require the consent, approval or authorization of any other person. D. It will immediately notify the Subadviser of the occurrence of any event which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Act or otherwise. E. It has provided the Subadviser with a current copy of Part II of the Adviser's Form ADV, which as of the date of this Agreement is the brochure it is required to provide clients under Securities Exchange Commission Rule 204-3, and shall promptly furnish a copy of all amendments thereto to the Subadviser. F. So long as this Agreement is in effect, the Subadviser shall be the sole sub-investment manager with respect to the Designated Series. G. The Adviser, on its own behalf and on behalf of the Trustees and the Fund, acknowledges 48 hours' prior receipt of Part II of Subadviser's current Form ADV and Subadviser's Privacy Notice under Regulation S-P.