REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that: 4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms. 4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets. SEI – 145438v7 4.01.03. it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition. 4.01.04. The Administrator will promptly notify the Trust of any actions, including regulatory examinations, to which it becomes a party to the extent Administrator reasonably believes either that such action may impact the services provided by the Administrator to the Trust or the Trust’s board of directors/trustees should be apprised of such action in connection with fulfilling its duties with respect to the Trust. 4.01.05. The Administrator has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Trust’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, if requested, the Administrator will provide certificates to the CCO concerning its compliance with applicable laws and regulations.
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents represents, warrants and warrants covenants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.
4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets. SEI – 145438v7.
4.01.03. it will maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Administrator’s services under this Agreement, will provide a certification to such effect upon reasonable request of the Trust, and will provide certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust;
4.01.04. it shall develop and maintain a plan for recovery from force majeure events consistent with the plan then generally in effect across Administrator’s client base, which plan shall include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment (the “DRBCP”). During the term of this Agreement, the DRBCP shall not be modified in a manner which would be reasonably likely to impair the responsiveness of Administrator or the implementation of such DRBCP, or to materially reduce Administrator’s business continuity or preparation for a disaster recovery event (including as to testing and reporting);
4.01.05. it shall develop and maintain policies and procedures designed to protect the security of Confidential Information received pursuant to this Agreement (“Data Security Policies”). During the term of this Agreement, the Data Security Policies shall not be modified in a manner which would be reasonably likely to materially reduce the security of Confidential Information provided to Administrator hereunder;
4.01.06. it has obtained all consents and given all applicable notices (regulatory or otherwise), made all required regulatory filings (if any) and is in material compliance with all applicable laws and regulations; and
4.01.07. is not in default under any statutory obligations whatsoever (including the payment of any tax) which which, individually or in the aggregate, is reasonably likely to materially and adversely affectsaffect, or is likely to materially and adversely affect, its business or financial condition.
4.01.044.01.08. The Administrator will promptly notify shall exercise reasonable care and diligence in the Trust performance of any actions, including regulatory examinations, to which it becomes a party to the extent Administrator reasonably believes either that such action may impact the services provided by the Administrator to the Trust or the Trust’s board of directors/trustees should be apprised of such action in connection with fulfilling its duties with respect to the Trustunder this Agreement.
4.01.05. The Administrator has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Trust’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, if requested, the Administrator will provide certificates to the CCO concerning its compliance with applicable laws and regulations.
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Samples: Administration Agreement (Us Global Investors Funds)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.
4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets. SEI – 145438v7.
4.01.03. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which materially and adversely affectswhich, individually or in the aggregate, is reasonably likely to materially and adversely affect, affect its business or financial condition.
4.01.044.02 The Administrator covenants that:
4.02.01. it will maintain a disaster recovery program (“Disaster Recovery Plan”) which is designed to enable it to maintain or restore its ability to provide the Services to Fund in the event the Administrator’s normal business operations are suspended due to a disaster. Upon the occurrence of any disaster covered by the Disaster Recovery Plan, the Administrator shall implement the Disaster Recovery Plan and take all reasonable action required under the Disaster Recovery Plan to continue to provide the Services to Fund as soon as is practicable under the circumstances.
4.02.02. it undertakes to comply with all applicable requirements of the Investment Company Act and other applicable securities laws applicable to it, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Administrator hereunder. The Administrator assumes no responsibility for compliance with such laws, rules or regulations by Sponsor, the Fund or any Portfolio.
4.02.03. it will promptly notify the Trust Fund of updates to its representations and warranties hereunder.
4.02.04. it will promptly notify the Fund of any actions, including regulatory examinations, to matter which could materially affect the Administrator’s performance of its duties and obligations under this Agreement.
4.02.05. it becomes will not enter into a party to side agreement with an affiliate of the extent Administrator reasonably believes either Fund that such action may impact affects the services being provided pursuant to this Agreement, unless such agreement is disclosed to and approved by the Administrator to the Trust or the TrustFund’s board of directors/trustees should be apprised of such action in connection with fulfilling its duties with respect to the Trust.
4.01.05. The Administrator has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Trust’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, if requested, the Administrator will provide certificates to the CCO concerning its compliance with applicable laws and regulations.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR. 4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.
4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets. SEI – 145438v7.
4.01.03. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which materially and adversely affectswhich, individually or in the aggregate, is reasonably likely to materially and adversely affect, affect its business or financial condition.
4.01.044.02 The Administrator covenants that:
4.02.01. it will maintain a disaster recovery program ("Disaster Recovery Plan") which is designed to enable it to maintain or restore its ability to provide the Services to Fund in the event the Administrator's normal business operations are suspended due to a disaster. Upon the occurrence of any disaster covered by the Disaster Recovery Plan, the Administrator shall implement the Disaster Recovery Plan and take all reasonable action required under the Disaster Recovery Plan to continue to provide the Services to Fund as soon as is practicable under the circumstances.
4.02.02. it undertakes to comply with all applicable requirements of the Investment Company Act and other applicable securities laws applicable to it, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Administrator hereunder. The Administrator assumes no responsibility for compliance with such laws, rules or regulations by Sponsor, the Fund or any Portfolio.
4.02.03. it will promptly notify the Trust Fund of updates to its representations and warranties hereunder.
4.02.04. it will promptly notify the Fund of any actions, including regulatory examinations, to matter which could materially affect the Administrator's performance of its duties and obligations under this Agreement.
4.02.05. it becomes will not enter into a party to side agreement with an affiliate of the extent Administrator reasonably believes either Fund that such action may impact affects the services being provided pursuant to this Agreement, unless such agreement is disclosed to and approved by the Administrator to the Trust or the Trust’s Fund's board of directors/trustees should be apprised of such action in connection with fulfilling its duties with respect to the Trust.
4.01.05. The Administrator has compliance policies and procedures reasonably designed to prevent violations of the federal securities laws, and it will cooperate with, make personnel available to, and provide such information as may reasonably be requested to the Trust’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his or her duties under Rule 38a-1 under the 1940 Act. In addition, if requested, the Administrator will provide certificates to the CCO concerning its compliance with applicable laws and regulations.
Appears in 1 contract
