Representations and Warranties of the Subadviser Clause Samples
The "Representations and Warranties of the Subadviser" clause sets out the specific statements and assurances that the subadviser makes to the other party, typically regarding its authority, qualifications, and compliance with applicable laws. This clause may require the subadviser to confirm it is properly registered, has the necessary expertise, and is not subject to any legal restrictions that would prevent it from fulfilling its duties. Its core practical function is to provide the other party with confidence in the subadviser's ability and legal standing, thereby allocating risk and ensuring that both parties have a clear understanding of the subadviser's obligations and status.
Representations and Warranties of the Subadviser. The Subadviser hereby represents and warrants to the Fund and MML Advisers that:
(a) The Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Subadvisory Agreement remains in effect; (ii) is not prohibited by the Act or the Advisers Act from performing the services contemplated by this Subadvisory Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred and correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to MML Advisers; (v) has met and will seek to continue to meet for so long as this Subadvisory Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; (vi) has the authority to enter into and perform the services contemplated by this Subadvisory Agreement; and (vii) will promptly notify MML Advisers of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Act or otherwise.
(b) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide MML Advisers with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Subadvisory Agreement is in effect, a duly authorized officer of the Subadviser shall certify to MML Advisers that the Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation.
(c) The Subadviser has provided MML Advisers with a copy of its Form ADV Part 2, which as of the date of this Subadvisory Agreement is its Form ADV Part 2 as most recently deemed to be filed with the Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to MML Advisers. The Subadviser will promptly notify MML Advisers of any changes in its key personnel who are either the portfolio manager(s) responsible for the Portfolio or the Subadviser’s...
Representations and Warranties of the Subadviser. The Subadviser hereby represents and warrants to the Adviser as follows:
Representations and Warranties of the Subadviser. 8.1 The Subadviser represents and warrants to the Sub-Subadviser that:
(A) it is validly existing, duly empowered and authorised to execute, deliver and perform this Agreement for the Subsidiary and itself and to give effect to the transactions contemplated hereby;
(B) this Agreement is binding upon it and enforceable in accordance with its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity;
(C) it has complied with and will continue to comply with all laws, rules and regulations or court and governmental orders by which it is bound or to which it is subject in connection with the execution and performance of this Agreement;
(D) to its knowledge, all of the assets comprising the Portfolio shall be owned by the Subsidiary, or any wholly-owned or partially-owned subsidiary of the Subsidiary or other vehicle or arrangement, free of lien and encumbrance and no other person shall have any interest in any of the assets of the Portfolio save as otherwise provided in the Subadvisory Agreement, this Agreement, in the agreements appointing approved counterparties and/or custodians (copies of each of which shall have been provided to the Sub-Subadviser, where practicable) or as notified by the Subadviser from time to time;
(E) it is duly registered with the SEC as an investment adviser under the Advisers Act, is registered with the CFTC as a commodity pool operator and a commodity trading advisor and is in compliance with such other registration and licensing requirements as shall be necessary to enable it to perform its obligations hereunder, and it agrees to maintain or procure the maintenance of, as appropriate, and renew or procure the renewal of, as appropriate, such registrations and licences if required during the term of this Agreement;
(F) it, as the general partner of SILP, is regulated by the JFSC for the conduct of the relevant classes of fund services business under the Financial Services (Jersey) Law 1998 and is in compliance with the applicable codes of practice;
(G) to the extent applicable, the Subsidiary is a “qualified eligible person” (as defined in CFTC Reg. § 4.7) and consents to the Sub-Investment Manager treating its account as an exempt account; and
(H) to its knowledge and where applicable, the Subsidiary is an “eligible contract participant” (as defined in Section 1(a)(18) of the United States Commodity Exchange ...
Representations and Warranties of the Subadviser. The Subadviser represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) and that such registration is currently effective. Subadviser agrees to maintain its registration as an investment adviser under the Advisers Act and to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act and any other applicable state and federal laws or regulations. The Subadviser hereby represents and warrants that it will obtain, at its own expense, and maintain during the term of this Agreement (a) a bond that that provides the Adviser with protection against fraud or dishonesty either directly or through connivance with others on the part of the Subadviser, its employees and agents, in such amounts and with such companies as shall be reasonably acceptable to Adviser, and (b) insurance in such amounts and with such companies as shall be reasonably acceptable to Adviser that provides the Adviser with protection from loss or damage due to any error or omission caused by the employees or agents of the Subadviser. The Subadviser shall provide the Adviser with copies of such bond and insurance policy immediately upon the request of the Adviser and shall provide the Adviser with written notification of any changes made to such bond or insurance policy as soon as possible after such change has been made. Such insurance policies shall name the Adviser as an additional named insured and shall contain an endorsement that such insurance policy cannot be cancelled without first providing thirty (30) days advance written notice to Adviser. The Subadviser agrees to furnish to the Adviser copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to Section 1(b) hereof as the Adviser may reasonably request.
Representations and Warranties of the Subadviser