Common use of Representations, Warranties and Covenants of the Fund Clause in Contracts

Representations, Warranties and Covenants of the Fund. 3.01 Each Fund represents and warrants that: 3.01.01 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 actions 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; 3.01.02 it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, "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; 3.01.03 it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.04 it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations; 3.01.05 it has a valid engagement with an independent auditor, custodian and prime broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.06 it has notified the Administrator of any and all separate agreements between a Fund and any third party that could have an impact on the Administrator's performance of its obligations pursuant to this Agreement; and 3.01.07 it has disclosed the terms of any agreement between a Fund or its sponsor and an investor regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services. 3.02 Each Fund covenants and agrees that: 3.02.01 it will furnish the Administrator from time to time with copies, authenticated or certified, of its Organizational Documents, a current version of the applicable Prospectus and with any other information or documents, including Fund Data, that the Administrator may reasonably request; 3.02.02 it shall timely perform all obligations identified in this Agreement as obligations of the Fund, including, without limitation, providing the Administrator with all Fund Data and Organizational Documents reasonably requested by the Administrator; 3.02.03 it will promptly notify the Administrator of any matter which could materially affect the Administrator's performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 above; 3.02.04 it will promptly notify the Administrator in the event that a Fund's investment strategy materially changes from the strategy adopted by such Fund as of the Effective Date; 3.02.05 it will comply in all material respects with all applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction; and 3.02.06 it will promptly notify the Administrator in the event of any changes to the representations and warranties made hereunder.

Appears in 5 contracts

Samples: Administration Agreement (Old Mutual 2100 Emerging Managers Fund, L.L.C.), Administration Agreement (Old Mutual 2100 Absolute Return Institutional Fund, LLC), Administration Agreement (Old Mutual 2100 Emerging Managers Master Fund, L.L.C.)

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Representations, Warranties and Covenants of the Fund. 3.01 Each A. The Fund hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: 3.01.01 (i) it has full power, right is duly organized and authority to execute in good standing under the laws of its jurisdiction of incorporation/organization and deliver this Agreement and to consummate is registered as a closed-end management investment company under 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 actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by it; this Agreement constitutes the Fund and, when executed and delivered, will constitute a legal, valid and legally binding obligationobligation of the Fund, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; 3.01.02 (iii) it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, "ACTIONS") of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon conducting 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; 3.01.03 it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.04 it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations; 3.01.05 it has a valid engagement with an independent auditor, custodian and prime broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.06 it has notified the Administrator of any and all separate agreements between a Fund and any third party that could have an impact on the Administrator's performance of its obligations pursuant to this Agreement; and 3.01.07 it has disclosed the terms of any agreement between a Fund or its sponsor and an investor regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services. 3.02 Each Fund covenants and agrees that: 3.02.01 it will furnish the Administrator from time to time with copies, authenticated or certified, of its Organizational Documents, a current version of the applicable Prospectus and with any other information or documents, including Fund Data, that the Administrator may reasonably request; 3.02.02 it shall timely perform all obligations identified in this Agreement as obligations of the Fund, including, without limitation, providing the Administrator with all Fund Data and Organizational Documents reasonably requested by the Administrator; 3.02.03 it will promptly notify the Administrator of any matter which could materially affect the Administrator's performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 above; 3.02.04 it will promptly notify the Administrator in the event that a Fund's investment strategy materially changes from the strategy adopted by such Fund as of the Effective Date; 3.02.05 it will comply in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the Securities 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing material prepared by the Fund or its agents do not and shall not contain any untrue statement of 1933material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; (vii) the Fund owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Fund’s business and for the offer, issuance, distribution and sale of the Fund Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party; and (viii) all necessary approvals, authorizations, consents or orders of or filings with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency have been or will be obtained by the Fund in connection with the issuance and sale of the Shares, including registration of the Shares under the 1933 Act, the Securities Exchange Act of 1934, the 1940 Actfiling with FINRA’s corporate financing department through its Public Offering System, and any lawsnecessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered. B. The Fund shall take, rules or cause to be taken, all necessary action to register the Shares under the federal and regulations all applicable state securities laws and to maintain an effective Registration Statement for such Shares in order to permit the sale of governmental authorities having jurisdiction; andShares as herein contemplated. The Fund authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. 3.02.06 it will C. The Fund agrees to advise the Distributor promptly notify in writing: (i) of any material correspondence or other communication by the Administrator Securities and Exchange Commission (“SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC; (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise or to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the SEC; and (vi) of the commencement of any litigation or proceedings against the Fund or any of their officers or directors in connection with the issue and sale of any of the Shares. D. The Fund shall file such reports and other documents as may be required under applicable federal and state laws and regulations, including state blue sky laws, and shall notify the Distributor in writing of the states in which the Shares may be sold and of any changes to such information. E. The Fund agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the representations statements therein not misleading. F. The Fund shall fully cooperate in the efforts of the Distributor to arrange for the distribution of Shares. In addition, the Fund shall keep the Distributor fully informed of its affairs and warranties made hereundershall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by their independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Fund shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Fund represents that it will not use or authorize the use of any marketing material unless and until such materials have been approved and authorized for use by the Distributor. G. The Fund shall provide, and cause each other agent or service provider to the Fund, including the Fund’s transfer agent and investment adviser, to provide, to Distributor in a timely and accurate manner all such information (and in such reasonable medium) that the Distributor may reasonably request that may be necessary for the Distributor to perform its duties under this Agreement. H. The Fund shall not file any amendment to the Registration Statement or Prospectus that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. I. The Fund has adopted reasonably designed policies and procedures pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Fund (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Fund and the owners of the Shares.

Appears in 5 contracts

Samples: Distribution Agreement (Oaktree Diversified Income Fund Inc.), Distribution Agreement (Kingsbarn Parallel Income Fund), Distribution Agreement (Finite Solar Finance Fund)

Representations, Warranties and Covenants of the Fund. 3.01 Each 3.01. The Fund represents and warrants that: 3.01.01 3.01.01. 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 actions 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 Agreement, assuming due authorization, execution and delivery by the Administrator, constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; 3.01.02 3.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, "ACTIONS"“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; 3.01.03 3.01.03. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.04 3.01.04. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations; 3.01.05 3.01.05. it has a valid engagement with an independent auditor, custodian and prime broker placement agent and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon reasonable request; 3.01.06 3.01.06. it has notified the Administrator of any and all separate agreements between a the Fund and any third party that could have an impact on the Administrator's ’s performance of its obligations pursuant to this Agreement; and 3.01.07 3.01.07. it has disclosed the terms of any agreement between a the Fund or its sponsor and an investor regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services. 3.02 Each 3.02. The Fund covenants and agrees that: 3.02.01 3.02.01. it will furnish the Administrator from time to time with copies, authenticated or certified, if requested, of its Organizational Documents, a current version of the applicable Offering Memorandum and Prospectus and with any other information or documents, including Fund Data, that the Administrator may reasonably request; 3.02.02 3.02.02. it shall timely perform all obligations identified in this Agreement as obligations of the Fund, including, without limitation, providing the Administrator with all Fund Data and Organizational Documents reasonably requested by the Administrator; 3.02.03 3.02.03. it will promptly notify the Administrator of any matter which could materially affect the Administrator's ’s performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 above; 3.02.04 3.02.04. it will promptly notify the Administrator in the event that a the Fund's ’s investment strategy materially changes from the strategy adopted by such Fund as of the Effective Date; 3.02.05 3.02.05. it will comply in all material respects with all applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction; 3.02.06. except as otherwise specifically set forth herein, it shall be solely responsible for its compliance with applicable investment policies, the Prospectus and Offering Memorandum, and any laws and regulations governing the manner in which its assets may be invested, and shall be solely responsible for any losses attributable to non-compliance with the Prospectus or Offering Memorandum, any applicable policies, laws and regulations governing the Fund, its activities or the duties, actions or omissions of its investment adviser(s) or sub-adviser(s); and 3.02.06 3.02.07. it will promptly notify the Administrator in the event of any changes to the representations and warranties made hereunder.

Appears in 1 contract

Samples: Administration Agreement (SEI Alpha Strategy Portfolios, LP)

Representations, Warranties and Covenants of the Fund. 3.01 Each The Fund represents and warrants that: 3.01.01 3.01.01. 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 actions 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; 3.01.02 3.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, "ACTIONS"“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 assetsassets that is material to its overall business; 3.01.03 3.01.03. To the extent required by applicable law, the Fund has established reasonably designed policies and procedures to ensure that no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at hxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Fund. 3.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.04 3.01.05. it has obtained all consents and given all notices (regulatory or otherwise)) material to its business, made all material required regulatory filings and is in material compliance with all material applicable laws and regulations; 3.01.05 3.01.06. it has a valid engagement with an independent will provide information regarding its auditor, custodian and prime broker and will provide additional information regarding such service providersbrokers, including information regarding the terms of its agreement with such service providersproviders (to the extent permitted to do so by the applicable agreement), upon request; 3.01.06 it has notified the Administrator of any and all separate agreements between a Fund and any third party that could have an impact on the Administrator's performance of its obligations pursuant to this Agreement; and 3.01.07 3.01.07. it has disclosed the terms will materially comply with all applicable rules and regulations of any agreement between a exchange on which the Fund or its sponsor and an investor regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services.is listed 3.02 Each The Fund covenants and agrees that: 3.02.01 3.02.01. it will furnish the Administrator from time to time with complete copies, authenticated or certified, of its Organizational Documents, a current version each of the applicable Prospectus following: (a) Copies of the following documents: (1) Copies of the Fund’s current Organizational Documents and of any amendments thereto, certified by the proper official of the state in which such document has been filed. (2) The Fund’s current bylaws and any amendments thereto; and (3) Copies of resolutions of the board of trustees covering the approval of this Agreement, authorization of a specified officer of the Fund to execute and deliver this Agreement and authorization for specified officers of the Fund to instruct the Administrator. (b) A list of all the officers of the Fund, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters. (c) Copies of all Fund Materials, including the current prospectus and statement of additional information for the Fund. (d) A list of all issuers the Fund is restricted from purchasing. (e) A list of all affiliated persons (as such term is defined in the 1000 Xxx) of Fund that are broker-dealers. (f) The identity of the Fund’s auditors along with contact information. (g) The expense budget for the Fund for the current fiscal year. (h) A list of contact persons (primary, backup and secondary backup) of the Fund’s investment adviser and, if applicable, sub-adviser, who can be reached until 6:30 p.m. ET with respect to valuation matters. (i) Copies of all Fund Data reasonably requested by the Administrator or necessary for the Administrator to perform its obligations pursuant to this Agreement. The Fund shall promptly provide the Administrator with written notice of any other updates of or changes to any of the foregoing documents or information, including an updated written copy of such document or information. Until the Administrator receives such updated information or documentsdocument, including Fund Data, that the Administrator may reasonably request;shall have no obligation to implement or rely upon such updated information or document. 3.02.02 3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Fund, including, without limitation, providing the Administrator with all Fund Data and Organizational Documents reasonably requested by the Administrator; 3.02.03 3.02.03. it will promptly notify the Administrator as soon as reasonably practical in advance of any matter which could materially affect the Administrator's ’s performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 3.02.01(a) above; provided, however, that failure to do so shall not be a breach of this Agreement; 3.02.04 3.02.04. any reference to the Administrator or this Agreement in the Fund Materials shall be limited solely to the description provided by the Administrator in writing from time to time or such other description as the parties shall mutually agree in advance and in writing; provided that the Fund may make such disclosures as may be required in one or more regulatory filings; 3.02.05. it shall be solely responsible for its compliance with applicable investment policies, the Fund Materials, and any laws and regulations governing the manner in which its assets may be invested, and shall be solely responsible for any losses attributable to non-compliance with the Fund Materials, and applicable policies, laws and regulations governing such Fund, its activities or the duties, actions or omissions of the investment manager; provided, however, that this paragraph shall in no way limit the liability of the Administrator for losses with respect to the foregoing caused by a violation of its Standard of Care, as set forth in Section 5 hereto; and 3.02.06. it will promptly notify the Administrator in the event that a Fund's investment strategy materially changes from the strategy adopted by such Fund as of the Effective Date; 3.02.05 it will comply in all material respects with all applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction; and 3.02.06 it will promptly notify the Administrator in the event of any changes updates to the its representations and warranties made hereunder.

Appears in 1 contract

Samples: Administration Agreement (Conversus StepStone Private Markets)

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Representations, Warranties and Covenants of the Fund. 3.01 Each The Fund represents and warrants that: 3.01.01 (a) 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 actions 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; 3.01.02 (b) it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, "ACTIONS"“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 assetsassets that is material to its overall business; 3.01.03 (c) it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.04 (d) it has obtained all consents and given all notices (regulatory or otherwise)) material to its business, made all material required regulatory filings and is in material compliance with all material applicable laws and regulations; 3.01.05 (e) it has a valid engagement with will appoint an independent auditor, custodian and prime broker auditor with respect to each Fund and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.06 (f) it has notified the Administrator of any and all separate agreements between a the Fund and any third party that could have an a material impact on the Administrator's ’s performance of its obligations pursuant to this Agreement; and 3.01.07 (g) it has disclosed the terms of any agreement between a the Fund or its sponsor and an investor in the Fund regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services. 3.02 Each The Fund covenants and agrees that: 3.02.01 (a) it will furnish the Administrator from time to time with copies, authenticated or certified, of its Organizational Documents, a current version of the applicable Prospectus Offering Memorandum and with any other information or documents, including Fund Data, that the Administrator may reasonably request; 3.02.02 (b) it shall timely perform all obligations identified in this Agreement as obligations of the Fund, including, without limitation, providing the Administrator with all Fund Data and Organizational Documents reasonably requested by the Administrator; 3.02.03 (c) it will promptly notify the Administrator as soon as reasonably practical in advance of any matter which could materially affect the Administrator's ’s performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 3.02(a) above; 3.02.04 (d) it will promptly notify the Administrator in the event that a the Fund's ’s investment strategy materially changes from the strategy adopted by such Fund as of the Effective DateFund; 3.02.05 (e) any reference to the Administrator or this Agreement in an Offering Memorandum shall be limited solely to the description provided by the Administrator in writing from time to time or such other description as the parties shall mutually agree in advance and in writing; provided that the Fund may make such disclosures as may be required in one or more regulatory filings, however if such disclosures go beyond the description in an Offering Memorandum the Administrator’s consent to the particular disclosure is required; (f) it will comply in all material respects shall be solely responsible for its compliance with all applicable requirements of the Securities Act of 1933investment policies, the Securities Exchange Act of 1934, the 1940 ActOffering Memorandum, and any laws, rules laws and regulations governing the manner in which its assets may be invested, and shall be solely responsible for any losses attributable to non-compliance with the Offering Memorandum, any applicable policies, laws and regulations governing the Fund, its activities or the duties, actions or omissions of governmental authorities having jurisdictionthe Investment Advisor; and 3.02.06 (g) it will promptly notify the Administrator in the event of any changes to the representations and warranties made hereunder.

Appears in 1 contract

Samples: Administration Agreement (StepStone Private Credit Income Fund)

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