Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value; 3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. 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; 3.01.04. 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; 3.01.05. 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; 3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.07. 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; 3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 3 contracts
Samples: Administration Agreement (Impact Shares Trust I), Administration Agreement (Impact Shares Trust I), Administration Agreement (Pyxis Funds I)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents represents, warrants and warrants covenants that:
3.01.01. (a) it issues is duly organized, validly existing and offers shares of an exchange traded fund that is registered in good standing under the 1940 Act laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as [an open-end fund/a unit investment trust] now being conducted and that issues and redeems to perform its shares at their net asset valueobligations as contemplated by this Agreement;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by the affirmative vote of a majority of the trustees of the Trust who are not “interested persons” (as defined under the 0000 Xxx) of the Trust, and, when executed and delivered by it; this Agreement constitutes the Trust, will constitute a legal, valid and binding obligationobligation of the Trust, enforceable against it the Trust in accordance with its termsterms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles (whether enforcement is sought by proceedings in equity or at law);
3.01.04. (c) it shall perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor in good faith and within a timely manner;
(d) it is not a party to any, and there are no, pending or or, to the Trust’s knowledge, 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 couldwould reasonably be expected to, individually or in the aggregate, have a material adverse effect upon its business or financial condition. There , and there is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assetsassets that would prohibit its ability to perform its obligations hereunder;
3.01.05. (e) it is not in default under any contractual or statutory obligations whatsoever (including registered with 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;
3.01.06. SEC as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 open-end investment company under the 1940 Act;
3.01.07. it , and each Fund is a separate series of the Trust and has obtained all consents registrations required under applicable law to make a public offering of its Shares;
(f) it is and given all notices (regulatory or otherwise), made all required regulatory filings and is will continue to be in compliance with all applicable laws and regulationsregulations aimed at the prevention and detection of money laundering and/or the financing of terrorism and other criminal activities, including without limitation the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (collectively, the “USA PATRIOT Act”) and the applicable rules and regulations adopted by the, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC;
3.01.08. (g) it has a valid engagement an anti-money laundering program (“AML Program”) compliant in all material respects with the USA PATRIOT Act that at minimum includes (i) an independent auditorAML compliance officer designated to administer and oversee the AML Program, custodian (ii) ongoing training for appropriate personnel, (iii) internal controls and broker procedures reasonably designed to prevent and will provide additional information regarding such service providersdetect suspicious activity monitoring and terrorist financing activities, (iv) procedures to comply with know your customer requirements and to verify the identity of all customers, and (v) appropriate record keeping procedures;
(h) the Registration Statement, including information regarding each Prospectus, has been prepared in material compliance with all applicable laws and regulations and, at the terms time it became effective, did not include an untrue statement of its agreement with such service providers, upon requesta material fact or omit to state a material fact that is necessary to be stated therein so as to make the statements contained therein not misleading;
3.01.09. (i) it has notified will notify the Administrator Distributor as soon as reasonably practical of any and all separate agreements between matter affecting the Trust and any third party that or the Funds which could impact materially affect the AdministratorDistributor’s performance of its duties and obligations pursuant to under this Agreement, including any amendment to a Prospectus;
(j) it will provide the Distributor with a copy of each Prospectus reasonably in advance of filing the same with an applicable regulatory body;
(k) it shall make reasonable efforts to cooperate with requests from the Distributor for information relating to customers and/or transactions involving Creation Units, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and
(l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of Creation Units of any Fund, the Trust shall promptly notify the Distributor of such fact prior to the date on which the Trust desires to cease offering such Creation Units.
Appears in 2 contracts
Samples: Distribution Agreement (NuShares ETF Trust), Distribution Agreement (NuShares ETF Trust)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.043.01.02. 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;
3.01.053.01.03. 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;
3.01.06. as of the close of business on the Effective Date, each Fund Portfolio that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;; and
3.01.07. if necessary, any shareholder approval of this Agreement has been obtained.
3.02 The Trust covenants and agrees that:
3.02.01. it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:
(a) Copies of the following documents:
(1) Copies of the Trust’s current Agreement and Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has obtained been filed.
(2) The Trust’s current Bylaws and any amendments thereto; and
(3) Copies of resolutions of the trustees covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct the Administrator.
(b) A list of all consents the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters.
(c) Copies of all Trust Materials, including the current prospectuses and given statements of additional information for each Portfolio.
(d) A list of all notices issuers the securities of which the Portfolios are restricted from purchasing.
(regulatory e) A list of all affiliated persons (as such term is defined in the 1000 Xxx) of the Trust that are broker-dealers.
(f) The identity of the Trust’s auditors along with contact information.
(g) The expense budget for each Portfolio for the current fiscal year.
(h) A list of contact persons (primary, backup and secondary backup) of the Trust’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 Trust Data reasonably requested by the Administrator or otherwise)necessary for the Administrator to perform its obligations pursuant to this Agreement. The Trust shall promptly provide the Administrator with written notice of any updates of or changes to any of the foregoing documents or information, made including an updated written copy of such document or information. Until the Administrator receives such updated information or document, the Administrator shall have no obligation to implement or rely upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all required regulatory filings and is obligations identified in compliance this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all applicable laws and regulationsTrust Data reasonably requested by the Administrator;
3.01.083.02.03. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified promptly notify the Administrator of any and all separate agreements between the Trust and any third party that matter which could impact materially affect the Administrator’s performance of its duties and obligations pursuant to under this Agreement, including any amendment to the documents referenced in Section 3.02.01 above;
3.02.04. 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
3.02.05. it will promptly notify the Administrator of updates to its representations and warranties hereunder.
Appears in 2 contracts
Samples: Administration Agreement (Community Reinvestment Act Qualified Investment Fund), Administration Agreement (Community Reinvestment Act Qualified Investment Fund)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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, including by the Board of Trustees of the Trust, 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 the Agreement’s terms;
3.01.043.01.02. 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 assetsassets which could prohibit its execution or performance of this Agreement;
3.01.053.01.03. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.073.01.04. it has obtained all consents and given all notices (regulatory or otherwise), ) and has made all required regulatory filings necessary to carry on its business and is in compliance in all material respects with all applicable laws and regulations;
3.01.083.01.05. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement agreements with such service providers, upon request;
3.01.093.01.06. as of the close of business on the Effective Date, the Trust has authorized the issuance of an indefinite number of Shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. if necessary, any Shareholder approval of this Agreement has been obtained;
3.01.08. it has notified the Administrator of any and all separate agreements agreements, arrangements or undertakings between the Trust and any third party that could have an impact on the Administrator’s performance of its obligations pursuant to this Agreement; and
3.02 The Trust covenants and agrees that:
3.02.01. Upon request, it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:
(a) Copies of the following documents:
(1) The Trust’s current Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed;
(2) The Trust'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 Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct the Administrator.
(b) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters;
(c) Copies of the current prospectus and statement of additional information for each Fund and other Trust Materials as requested; and
(d) The expense budget for each Fund for the current fiscal year. The Trust shall promptly provide the Administrator with notice of any material 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 document, the Administrator shall have no obligation to implement or rely upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all Trust Data and Organizational Documents reasonably requested by the Administrator;
3.02.03. it will notify the Administrator as soon as reasonably practical in advance 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 4.02.01 above;
3.02.04. 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 over the Trust;
3.02.05. any reference to the Administrator or this Agreement in the Trust 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, or which is required by applicable law or regulation;
3.02.06. it shall be solely responsible for its compliance with applicable investment policies, the Trust 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 Trust Materials, and applicable policies, laws and regulations governing the Trust, its activities or the duties, actions or omissions of each Investment Adviser; and
3.02.07. it will promptly notify the Administrator of updates to its representations and warranties hereunder.
Appears in 2 contracts
Samples: Administration Agreement (Advisors' Inner Circle Fund), Administration Agreement (Advisors' Inner Circle Fund II)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] fund and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.04. it is not a party to any, and there are nono known, 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;
3.01.05. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. 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;
3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 2 contracts
Samples: Administration Agreement (Cambria ETF Trust), Administration Agreement (Cambria ETF Trust)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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, including by the Board of Trustees of the Trust, 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 the Agreement’s terms;
3.01.043.01.02. 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 assetsassets which could prohibit its execution or performance of this Agreement;
3.01.053.01.03. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.073.01.04. it has obtained all consents and given all notices (regulatory or otherwise), ) and has made all required regulatory filings necessary to carry on its business and is in compliance in all material respects with all applicable laws and regulations;
3.01.083.01.05. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement agreements with such service providers, upon request;
3.01.093.01.06. as of the close of business on the Effective Date, the Trust has authorized the issuance of an indefinite number of Shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. if necessary, any Shareholder approval of this Agreement has been obtained;
3.01.08. it has notified the Administrator of any and all separate agreements agreements, arrangements or undertakings between the Trust and any third party that could have an impact on the Administrator’s performance of its obligations pursuant to this Agreement; and
3.02 The Trust covenants and agrees that:
3.02.01. Upon request, it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:
(a) Copies of the following documents:
(1) The Trust’s current Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed;
(2) The Trust’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 Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct the Administrator.
(b) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters;
(c) Copies of the current prospectus and statement of additional information for each Fund and other Trust Materials as requested; and
(d) The expense budget for each Fund for the current fiscal year. The Trust shall promptly provide the Administrator with notice of any material 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 document, the Administrator shall have no obligation to implement or rely upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all Trust Data and Organizational Documents reasonably requested by the Administrator;
3.02.03. it will notify the Administrator as soon as reasonably practical in advance 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 4.02.01 above;
3.02.04. 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 over the Trust;
3.02.05. any reference to the Administrator or this Agreement in the Trust 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, or which is required by applicable law or regulation;
3.02.06. it shall be solely responsible for its compliance with applicable investment policies, the Trust 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 Trust Materials, and applicable policies, laws and regulations governing the Trust, its activities or the duties, actions or omissions of each Investment Adviser; and
3.02.07. it will promptly notify the Administrator of updates to its representations and warranties hereunder.
Appears in 2 contracts
Samples: Administration Agreement (Bishop Street Funds), Administration Agreement (Advisors' Inner Circle Fund III)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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 the Agreement’s terms;
3.01.043.01.02. it is not a party to any, and there are noit is not aware of any, 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;
3.01.053.01.03. to the best of its knowledge, no existing Shareholder 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 xxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to a 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.073.01.05. 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;
3.01.083.01.06. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement agreements with such service providers, upon request;
3.01.07. as of the close of business on the Effective Date, the Trust has authorized the issuance of an indefinite number of Shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.08. if necessary, any Shareholder approval of this Agreement has been obtained;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could have an impact on the Administrator’s performance of its obligations pursuant to this Agreement; and
3.02 The Trust covenants and agrees that:
3.02.01. it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:
(a) Copies of the following documents:
(1) The Trust’s current Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed;
(2) The Trust’s current bylaws and any amendments thereto; and
(3) Copies of resolutions of the trustees covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct the Administrator.
(b) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters;
(c) Copies of all Trust Materials, including the current prospectus and statement of additional information for each Fund; and
(d) The expense budget for each Fund for the current fiscal year. The Trust shall promptly provide the Administrator with written notice of any 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 document, the Administrator shall have no obligation to implement or rely upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all Trust Data and Organizational Documents reasonably requested by the Administrator;
3.02.03. it will notify the Administrator as soon as reasonably practical in advance 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 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;
3.02.05. any reference to the Administrator or this Agreement in the Trust 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, or which is required by applicable law or regulation;
3.02.06. it shall be solely responsible for its compliance with applicable investment policies, the Trust 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 Trust Materials, and applicable policies, laws and regulations governing the Trust, its activities or the duties, actions or omissions of the Investment Advisor that it has properly authorized; and
3.02.07. it will promptly notify the Administrator of updates to its representations and warranties hereunder.
Appears in 2 contracts
Samples: Administration Agreement (Schroder Series Trust), Administration Agreement (Schroder Global Series Trust)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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, including by the Board of Trustees of the Trust, 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 the Agreement’s terms;
3.01.043.01.02. 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 assetsassets which could prohibit its execution or performance of this Agreement;
3.01.053.01.03. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. 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;
3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 1 contract
Samples: Administration Agreement (Advisors' Inner Circle Fund II)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] fund and that issues and redeems its shares at their net asset value;
3.01.02. shares of an a Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.04. 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;
3.01.05. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. 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;
3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 1 contract
Samples: Administration Agreement (SEI Exchange Traded Funds)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund ETF Portfolio in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.04. 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;
3.01.05. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. 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;
3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 1 contract
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.043.01.02. 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;
3.01.053.01.03. 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 xxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Trust.
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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.073.01.05. 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;
3.01.083.01.06. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.093.01.07. if necessary, any shareholder approval of this Agreement has been obtained;
3.01.08. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could have an impact on the Administrator’s Administrator performance of its obligations pursuant to this Agreement; SEI – 256194
3.01.09. it has disclosed the terms of any agreement between the Trust or the Investment Manager and an investor regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services; and
3.02 The Trust covenants and agrees that:
3.02.01. it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:
(a) Copies of the following documents:
(1) Copies of the Trust’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 Trust’s current bylaws and any amendments thereto; and
(3) Copies of resolutions of the board of directors covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct the Administrator.
(b) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters.
(c) Copies of all Trust Materials, including the current prospectus and statement of additional information for the Trust.
(d) A list of all issuers the Trust is restricted from purchasing.
(e) A list of all affiliated persons (as such term is defined in the 0000 Xxx) of Trust that are broker-dealers.
(f) The identity of the Trust’s auditors along with contact information.
(g) The expense budget for the Trust for the current fiscal year.
(h) A list of contact persons (primary, backup and secondary backup) of the Trust’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 Trust Data reasonably requested by the Administrator or necessary for the Administrator to perform its obligations pursuant to this Agreement. The Trust shall promptly provide the Administrator with written notice of any 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 document, the Administrator shall have no obligation to implement or rely upon such updated information or document. SEI – 256194
3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all Trust Data and Organizational Documents reasonably requested by the Administrator;
3.02.03. it will notify the Administrator as soon as reasonably practical in advance 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 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;
3.02.05. any reference to the Administrator or this Agreement in the Trust 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;
3.02.06. it shall be solely responsible for its compliance with applicable investment policies, the Trust 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 Trust Materials, and applicable policies, laws and regulations governing such Trust, its activities or the duties, actions or omissions of the investment manager; and
3.02.07. it will promptly notify the Administrator of updates to its representations and warranties hereunder.
Appears in 1 contract
Samples: Administration Agreement (City National Rochdale Strategic Credit Fund)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] fund and that issues and redeems its shares at their net asset value;
3.01.02. shares of an a Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.04. 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;
3.01.05. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. 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;
3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 1 contract
Samples: Administration Agreement (SEI Exchange Traded Funds)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] fund and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.04. it is not a party to any, and there are nono known, 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;
3.01.05. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. 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;
3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 1 contract
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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, including by the Board of Trustees of the Trust, 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 the Agreement’s terms;
3.01.043.01.02. 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 assetsassets which could prohibit its execution or performance of this Agreement;
3.01.053.01.03. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.073.01.04. it has obtained all consents and given all notices (regulatory or otherwise), ) and has made all required regulatory filings necessary to carry on its business and is in compliance in all material respects with all applicable laws and regulations;
3.01.083.01.05. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement agreements with such service providers, upon request;
3.01.093.01.06. as of the close of business on the Effective Date, the Trust has authorized the issuance of an indefinite number of Shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. if necessary, any Shareholder approval of this Agreement has been obtained;
3.01.08. it has notified the Administrator of any and all separate agreements agreements, arrangements or undertakings between the Trust and any third party that could have an impact on the Administrator’s performance of its obligations pursuant to this Agreement; and
3.02 The Trust covenants and agrees that:
3.02.01. Upon request, it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:
(a) Copies of the following documents:
(1) The Trust’s current Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed;
(2) The Trust'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 Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct the Administrator.
(b) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters;
(c) Copies of the current prospectus and statement of additional information for each Fund and other Trust Materials as requested; and
(d) The expense budget for each Fund for the current fiscal year. The Trust shall promptly provide the Administrator with notice of any material 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 document, the Administrator shall have no obligation to implement or rely upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all Trust Data and Organizational Documents reasonably requested by the Administrator;
3.02.03. it will notify the Administrator as soon as reasonably practical in advance 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 4.02.01 above;
3.02.04. 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 over the Trust;
3.02.05. any reference to the Administrator or this Agreement in the Trust 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, or which is required by applicable law or regulation;
3.02.06. it shall be solely responsible for its compliance with applicable investment policies, the Trust 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 Trust Materials, and applicable policies, laws and regulations governing the Trust, its activities or the duties, actions or omissions of the Adviser; and
3.02.07. it will promptly notify the Administrator of updates to its representations and warranties hereunder.
Appears in 1 contract
Samples: Administration Agreement (Catholic Responsible Investments Funds)
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents represents, warrants and warrants covenants that:
3.01.01. (a) it issues is duly organized, validly existing and offers shares of an exchange traded fund that is registered in good standing under the 1940 Act laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as [an open-end fund/a unit investment trust] now being conducted and that issues and redeems to perform its shares at their net asset valueobligations as contemplated by this Agreement;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the "non-interested" (as defined in the 1940 Act) trustees of the Trusx; xxx xhen executed and delivered by it; this Agreement constitutes the Trust, will constitute a legal, valid and binding obligationobligation of the Trust as required under the 1940 Act, enforceable against it the Trust in accordance with its terms;
3.01.04. (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner;
(d) 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 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. or inquiries (collectively, “Actions”"ACTIONS") of any nature against it it, its advisor or its properties or assets which couldassets, individually or in the aggregate, have a material effect upon its business or financial condition. There and there is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets;
3.01.05. it is not assets which, in default under any contractual or statutory obligations whatsoever (including the payment of any tax) whicheach case, which could, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, have a material adverse effect upon its business or financial condition;
3.01.06. as of the close of business on the Effective Date, each Fund (e) it is an investment company that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares duly registered under all applicable laws and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under regulations, including, without limitation, the 1940 Act;
3.01.07. (f) it has obtained all consents policies, procedures and given all notices (regulatory or otherwise), made all required regulatory filings and is internal controls in compliance place that are reasonably designed to comply with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by USA PATRIOT Act, the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), Financial Crimes and Enforcement Network ("FINCEN") and the SEC;
3.01.08. (g) it has a valid engagement an anti-money laundering program ("AML PROGRAM"), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with an independent auditor, custodian know your customer requirements and broker and will provide additional information regarding such service providers, including information regarding to verify the terms identity of its agreement with such service providers, upon requestall customers; and
(v) appropriate record keeping procedures;
3.01.09(h) it shall, at its expense, amend or supplement the Registration Statement if, at any time, an amendment or supplement is necessary to comply with applicable laws, or is necessary to correct any materially untrue statement in the Registration Statement or to eliminate any material omission therein or any omission therein which makes any of the statements therein materially misleading. it has notified The Trust shall notify the Administrator Distributor promptly (i) upon discovery of any and all separate agreements between untrue statement of a material fact in the Registration Statement or an omission to state therein a material fact required or necessary to make the statements therein not misleading, and/or (ii) of the occurrence of any event or change in circumstances, of which the Trust and is aware or reasonably should be aware, that results in the Registration Statement containing an untrue statement of a material fact or omitting to state therein a material fact required or necessary to make the statements therein not misleading.it will notify the Xxxxxxxxxxx xs soon as reasonably practical in advance of any third party that matter which could impact materially affect the Administrator’s Distributor's performance of its duties and obligations pursuant to under this Agreement, including any amendment to the Registration Statement;
(i) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body;
(j) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and
(k) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.
Appears in 1 contract
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and fundand that issues and redeems its shares at their net asset value;
3.01.02. shares of an a Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.04. 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 couldis reasonably likely to, 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;
3.01.05. 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 is reasonably likely to materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. 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;
3.01.08. it has a valid engagement with an independent auditor, custodian and broker sub-adviser and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could are reasonably likely to adversely and materially impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 1 contract
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an one or more exchange traded fund funds that is are registered under the 1940 Act as [an open-end fund/a unit investment trust] fund and that issues and redeems its shares at their net asset valueNAV;
3.01.02. shares of an a Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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 SEI – 266135 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 termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally;
3.01.04. 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 couldare reasonably likely to, 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;
3.01.05. 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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.07. 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;
3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and
Appears in 1 contract
Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that:
3.01.01. it issues and offers shares of an exchange traded fund that is registered under the 1940 Act as [an open-end fund/a unit investment trust] and that issues and redeems its shares at their net asset value;
3.01.02. shares of an Fund in the Trust are available for purchase and redeemable only by Authorized Participants and only in Creation Units;
3.01.03. 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;
3.01.043.01.02. 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;
3.01.053.01.03. 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 xxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Trust.
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;
3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.073.01.05. 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;
3.01.083.01.06. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;
3.01.093.01.07. if necessary, any shareholder approval of this Agreement has been obtained;
3.01.08. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could have an impact on the Administrator’s Administrator performance of its obligations pursuant to this Agreement;
3.01.09. it has disclosed the terms of any agreement between the Trust or the Investment Manager and an investor regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services; and
3.02 The Trust covenants and agrees that:
3.02.01. it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:
(a) Copies of the following documents:
(1) Copies of the Trust’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 Trust’s current bylaws and any amendments thereto; and
(3) Copies of resolutions of the board of directors covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct the Administrator.
(b) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters.
(c) Copies of all Trust Materials, including the current prospectus and statement of additional information for the Trust.
(d) A list of all issuers the Trust is restricted from purchasing.
(e) A list of all affiliated persons (as such term is defined in the 0000 Xxx) of Trust that are broker-dealers.
(f) The identity of the Trust’s auditors along with contact information.
(g) The expense budget for the Trust for the current fiscal year.
(h) A list of contact persons (primary, backup and secondary backup) of the Trust’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 Trust Data reasonably requested by the Administrator or necessary for the Administrator to perform its obligations pursuant to this Agreement. The Trust shall promptly provide the Administrator with written notice of any 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 document, the Administrator shall have no obligation to implement or rely upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all Trust Data and Organizational Documents reasonably requested by the Administrator;
3.02.03. it will notify the Administrator as soon as reasonably practical in advance 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 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;
3.02.05. any reference to the Administrator or this Agreement in the Trust 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;
3.02.06. it shall be solely responsible for its compliance with applicable investment policies, the Trust 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 Trust Materials, and applicable policies, laws and regulations governing such Trust, its activities or the duties, actions or omissions of the investment manager; and
3.02.07. it will promptly notify the Administrator of updates to its representations and warranties hereunder.
Appears in 1 contract
Samples: Administration Agreement (City National Rochdale Select Strategies Fund)
