Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) The Adviser and the Sub-Adviser each has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund Account as contemplated hereby.
(b) The Trust will cause the Adviser to deliver to the Sub-Adviser a true and complete copy of the Fund’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Fund Account and such other information as reasonably requested by the Sub-Adviser, as is necessary for the Sub-Adviser to carry out its obligations under this Contract.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder.
(b) The Trust is registered as an investment company under the 1940 Act and the Fund, a series of the Trust, elected to qualify and has qualified as a regulated investment company under the Code, and the Fund’s shares are registered under the Securities Act of 1933, as amended.
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and the Board, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under: (i) any provision of applicable law, rule or regulation; (ii) the Trust’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust.
(d) The Adviser and the Sub-Adviser each has been duly appointed by the Board to provide investment services to the Fund Account as contemplated hereby.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) Each of the Adviser and the Sub-Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund Account as contemplated hereby.
(b) The Trust will deliver to the Sub-Adviser a true and complete copy of the Fund's Registration Statement as effective from time to time and such other documents or instruments governing the investment of the Fund Account and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Contract.
(c) The Trust is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Trust by applicable law and regulations.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
A. The Sub-Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund as contemplated hereby.
B. The Trust will deliver to the Sub-Adviser a true and complete copy of its then current prospectus and statement of additional information as effective from time to time and such other documents or instruments governing the investments of the Fund and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at all times comply with the requirements imposed upon the Trust by applicable laws and regulations.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants, and agrees that:
(a) The Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Funds as contemplated hereby.
(b) The Trust will deliver or cause to be delivered to the Adviser a true and complete copy of the Trust’s Registration Statement as effective from time to time, and such other documents or instruments governing the investment of the Funds and such other information as reasonably requested by the Adviser, as is necessary for the Adviser to carry out its obligations under this Contract.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
A. The Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Fund as contemplated hereby.
B. The Trust will deliver to the Adviser a true and complete copy of its then current prospectus and statement of additional information as effective from time to time and such other documents or instruments governing the investments of the Fund and such other information as is necessary for the Adviser to carry out its obligations under this Agreement.
C. The Trust is currently in compliance and shall at all times comply with the requirements imposed upon the Fund by applicable laws and regulations.
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
(a) The Trust is a statutory trust duly formed and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder.
(b) The Trust is registered as an investment company under the 1940 Act and the Fund, a series of the Trust, elected to qualify and has qualified as a regulated investment company under the Code, and the Fund’s shares are registered for public offer and sale under the Securities Act of 1933, as amended.
(c) The execution, delivery and performance by the Trust of this Agreement are within the Trust’s powers and have been duly authorized by all necessary action on the part of the Trust and its shareholders, and the Board, and no action by, or in respect of, or filing with, the Fund’s shareholders, any governmental body, agency or official is required on the part of the Trust for the execution, delivery and performance by the Trust of this Agreement, and the execution, delivery and performance by the Trust of this Agreement do not contravene or constitute a default under: (i) any provision of applicable law, rule or regulation; (ii) the Governing Documents; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Trust.
(d) The Advisory Agreement authorizes the Adviser to retain one or more investment sub-advisers to provide investment advisory services to one or more series of the Trust, subject to the approval of the Board.
(e) The Adviser and the Sub-Adviser each has been duly approved and appointed by the Board to provide investment services to the Fund Account as contemplated hereby.
(f) The Trust will promptly notify the Sub-Adviser of any material breach of this Agreement or if any of the representations under this Section 10 becomes materially untrue.
Representations, Warranties and Agreements of the Trust. The Trust represents warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board of Trustees of the Trust to provide investment services to the Sub-Advised Accounts as contemplated hereby.
b. The Trust will deliver to the Sub-Adviser a true and complete copy of the Fund’s then current Prospectus and Statement of Additional Information and such other documents or instruments governing the investment of the Sub-Advised Accounts issued pursuant to Section 5(a) and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement, promptly upon request by the Sub-Adviser.
c. The Trust is currently in compliance in all material respects and shall at all times continue to comply in all material respects with the requirements imposed upon the Trust by applicable law and regulations.
d. Subject to any security which may be given by the Fund in favour of any of the clearing brokers, any counterparty or to the operator of any settlement system or clearing house, in each case in accordance with normal market practice:
i. the Fund is solely and beneficially entitled to the Investments; and
ii. the Fund will remain solely and beneficially entitled to the Investments at all times during the term of this Agreement and will not (other than in the circumstances set out above) dispose of, charge, or otherwise encumber the Investments without the prior written consent of the Sub-Adviser;
e. in appointing the Sub-Adviser under this Agreement, the Trust is acting as principal and not on behalf of any other person as agent, trustee or in any other fiduciary or representative capacity and the Sub-Adviser shall treat only the Trust as its client even where the Trust has disclosed or identified an underlying client of the Trust to the Sub-Adviser, unless otherwise agreed in writing;
f. the Trust has read and understood the Disclosure Document set out in Annex B hereof as amended from time to time (including the Risk Disclosure Statement contained therein), and will read amendments thereto when provided by the Sub-Adviser, and is aware of the risks inherent in the Investment Program (including, without limitation, the risks inherent in trading the financial instruments envisaged in the Investment Program) and the Investment Guidelines;
g. the Trust is not entering into this Agreement as a consequence of any advice given to it by the Sub-Adviser;
h. the Trust will maintain in place agreements with the clearing brokers ...
Representations, Warranties and Agreements of the Trust. The Trust represents, warrants and agrees that:
A. It is a business trust duly organized and existing in good standing under the laws of the State of Ohio.
B. It is empowered under applicable laws and by its Declaration of Trust and Bylaws to enter into and perform this Agreement.
C. All corporate proceedings required by the Declaration of Trust and Bylaws have been taken to authorize it to enter into and perform this Agreement.
D. It is an open-end, management investment company registered under the Act.
E. Performance of the Trust's obligations under this Agreement will not violate any law, regulation, agreement or the Trust's registration statement, as amended.
F. The Trust will deliver to the Sub-Adviser a true and complete copy of its then current prospectus and statement of additional information as effective from time to time and such other documents or instruments governing the investments of the Fund and such other information as is necessary for the Sub-Adviser to carry out its obligations under this Agreement.
G. The Trust is currently in compliance and shall at all times comply with the requirements imposed upon the Fund by applicable laws and regulations.
Representations, Warranties and Agreements of the Trust. (a) The Trust hereby represents and warrants to the Bank, as of the date hereof and as of the Closing Date, as follows:
(i) The Trust is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland, with full corporate power and authority to own its assets and conduct its business, and the Trust has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby;
(ii) Assuming the due authorization, execution and delivery of this Agreement by the Trust, this Agreement and all of the obligations of the Trust hereunder are the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement by the Trust and the performance of its obligations hereunder will not conflict with any provision of any law or regulation to which the Trust is subject, or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any of the Trust's organizational documents or any agreement or instrument to which the Trust is a party or by which it is bound, or any order or decree applicable to the Trust, or result in the creation or imposition of any lien on any of the Trust's assets or property, in each case which would materially and adversely affect the ability of the Trust to carry out the transactions contemplated by this Agreement;
(iv) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Trust, threatened against the Trust in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Trust contemplated herein, or which would be likely to impair materially the ability of the Trust to perform under the terms of this Agreement;
(v) The Trust is not in default with respect to any order or decree of any c...
