Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, the Adviser and the Fund as follows: (a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registration; (b) The Sub-Adviser is a limited partnership duly organized 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; (c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; (d) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide the Adviser and the Fund with a complete copy of all subsequent amendments to Part 2A of its Form ADV; (e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics; (f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification; (g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”; (h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and (j) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fund.
Appears in 4 contracts
Sources: Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund), Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund), Investment Sub Advisory Agreement (FS Multi-Alternative Income Fund)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents represents, warrants, covenants and warrants to, and covenants with, the Adviser and the Fund as followsagrees that it:
(ai) The has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Adviser enforceable against the Sub-Adviser in accordance with its terms;
(iii) is registered and will maintain its registration as an investment adviser under the Investment Advisers Act;
(iv) shall promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act of 1940or otherwise;
(v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, as amended if any, in which the Sub-Adviser is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations promulgated thereunder to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof;
(vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Adviser with regard to the Fund;
(vii) shall cooperate by assisting the Adviser in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations;
(viii) has delivered to the Adviser and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“Advisers ActSEC”) and shall maintain such registration;
(b) The Sub-Adviser is a limited partnership duly organized 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;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide furnish the Adviser and the Fund with a complete copy of Trust all subsequent amendments or supplements to Part 2A of its Form ADV;
(eix) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide has provided the Adviser and the Fund Trust with a copy of that codesuch code of ethics upon the execution of this Agreement. On at least an annual basis, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify will comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Adviser or the Fund that the Sub-Adviser has and its access persons have complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics orethics, if such a and (ii) identifying any material violation has violations which have occurred, that appropriate action has been taken in response to such violation. Upon written ;
(x) upon reasonable notice from and the reasonable request of the Adviser or the FundAdviser, the Sub-Adviser shall permit representatives of the Adviser or the Fund Adviser, its employees and its agents to examine the reports (or summaries of the reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics.
(xi) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory or self-regulatory authority;
(xii) shall promptly notify the Adviser in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is, or will likely be, served or otherwise given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust, the Sub-Adviser, or the Adviser or any of their affiliates;
(xiii) it maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Adviser any information it may reasonably require concerning the amount of or scope of such insurance;
(xiv) it is not a party to any agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Trust, the Adviser or any of their respective affiliates to employ or engage the Sub-Adviser’s key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Adviser Account or any other assets managed by Adviser or any of its affiliates;
(xv) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such changeAccount. The Sub-Adviser will also fully cooperate provide, at the reasonable request of the Adviser, periodic certifications, in any regulatory investigationa form reasonably acceptable to the Adviser, examination, or inspection attesting to such written policies and procedures; and
(xvi) acknowledges receipt of the Fund’s most current prospectus and statement of additional information contained in the Trust’s registration statement (collectively, the “Prospectus”).
Appears in 3 contracts
Sources: Investment Sub Advisory Agreement (ALPS Series Trust), Investment Sub Advisory Agreement (Northern Lights Fund Trust Iii), Investment Sub Advisory Agreement (ALPS Series Trust)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and represents, warrants to, and covenants with, to the Adviser and the Fund BDC as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registrationregistration during the term of this Agreement;
(b) The Sub-Adviser is a limited partnership liability company duly organized 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 conductedduties and obligations hereunder;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, action on the part of its managing member and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, Adviser previously provided to the Adviser, Adviser is a true and complete copy of the firm brochureform as currently filed with the Securities and Exchange Commission (the “SEC”) with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly provide (which may be by way of posting to a datasite and notification to the Adviser) the Adviser and the Fund BDC with a complete copy of all subsequent amendments to Part 2A of its Form ADV;
(e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under of the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund BDC with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director duly authorized officer of the general partner of the Sub-Adviser shall certify to the Adviser or the Fund BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 of the 1940 Act during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Adviser or the FundBDC, the Sub-Adviser shall permit representatives of the Adviser or the Fund BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(117j-1(c)(1) of the 1940 Act and other records evidencing enforcement of the code of ethics;
; provided, however, that such examinations shall: (fx) Neither be made during normal business hours and with the least amount of interference with the Sub-Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Adviser or the BDC, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the BDC shall have any “person associated with” right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser (Adviser, except as defined in Section 202(a)(17) of the Advisers Act) is ineligible required under this Agreement and by applicable laws, rules or subject regulations to disqualification pursuant to Section 203 of the Advisers Act to serve fulfill duties as an a registered investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment business development company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(jf) The In connection with the services provided under this Agreement, the Sub-Adviser shall comply with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fundrespects.
Appears in 3 contracts
Sources: Interim Investment Sub Advisory Agreement (Griffin-Benefit Street Partners BDC Corp.), Investment Sub Advisory Agreement (Griffin-Benefit Street Partners BDC Corp.), Investment Sub Advisory Agreement (Griffin-Benefit Street Partners BDC Corp.)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, the Adviser and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registrationregistration for so long as this Agreement remains in effect;
(b) The Sub-Adviser is a limited partnership corporation duly organized incorporated and validly existing under the laws of the State of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A 2 of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission SEC pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochureform. The Sub-Adviser will promptly provide the Adviser and the Fund with a complete copy of all subsequent amendments to Part 2A 2 of its Form ADV;
(e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide Act, has provided the Adviser and the Fund with a copy of that code, together with evidence of its adoption. , and has instituted procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1) from violating its code of ethics;
(f) Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director the chief compliance officer of the Sub-Adviser shall shall, on behalf of the Sub-Adviser, certify to the Adviser or the Fund that the Sub-Adviser has complied with its code of ethics and with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser shall comply in all material respects with all applicable provisions of the Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. authority;
(h) The Sub-Adviser shall notify supply information and documentation reasonably requested by the Adviser in connection with any regulatory investigation, examination or inspection of the Trust or the Fund;
(i) The Sub-Adviser shall maintain, in connection with the Sub-Adviser’s services provided to the Fund, its compliance with the relevant provisions of the 1940 Act and the regulations adopted by the SEC thereunder; provided, that the Sub-Adviser shall have no responsibility for the maintenance of Trust records except insofar as is directly related to the services it provides to the Fund;
(j) The Sub-Adviser shall report to the Board and the Adviser at such times and in such detail as the Board or the Adviser may reasonably require from time to time;
(k) The Sub-Adviser shall furnish, at its own expense, (i) all necessary facilities, including salaries of clerical and other personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties under this Agreement;
(l) The Sub-Adviser shall maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a change in registered investment company pursuant to the identity 1940 Act and the Advisers Act, and the rules thereunder, and furnish the Trust and the Adviser with such periodic and special reports as the Trust or Adviser may reasonably request;
(m) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the general partner Trust, agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Fund upon request by the Trust or the Adviser; provided that the Sub-Adviser may keep a copy of all such records for its own compliance purposes; provided further that except for internal legal, regulatory or compliance purposes, all such copies shall not be used for any other purposes whatsoever and shall remain subject to the confidentiality provisions of this Agreement; and
(n) The Sub-Adviser shall provide such information as is customarily provided by a sub-adviser and may be required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule or regulation thereunder.
(o) The Sub-Adviser shall timely provide to the Adviser and the Trust, on behalf of the Fund, all information and documentation they may request as necessary or appropriate in order for the Adviser and the Board to oversee the activities of the Sub-Adviser and in connection with the compliance by any of them with the requirements of the Investment Guidelines, the Registration Statement, and any applicable law, including, without limitation, (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by the Adviser, together with (A) a certification that such information and commentary discuss the factors that materially affected the performance of the Fund, including the relevant market conditions, the investment techniques and strategies used by the Investment Managers, and the allocations to the Investment Managers and (B) additional certifications related to the Sub-Adviser’s services in order to support the Fund’s filings on Form N-CSR, Form N-Q and other applicable forms, and the Trust’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) within 5 business days of a reasonable quarter-end, a quarterly certification with respect to compliance and operational matters related to the Sub-Adviser and the Sub-Adviser’s services, in a format requested by the Adviser, as it may be amended from time after such changeto time; and (iii) an annual certification from the Sub-Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Sub-Adviser’s compliance program, in a format requested by the Adviser.
(p) Upon the Adviser’s request, the Sub-Adviser shall review and comment upon selected portions of the Registration Statement relating to the Sub-Adviser, other offering documents and ancillary sales and marketing materials prepared by the Adviser for the Fund. The Sub-Adviser will also fully cooperate promptly inform the Trust and the Adviser if the Sub-Adviser is aware that any information in the Registration Statement or any other document or information the Sub-Adviser reviews is (or will become) inaccurate or incomplete.
(q) The Sub-Adviser shall promptly provide notice to the Adviser regarding any inspections, notices or inquiries from any governmental, administrative or self-regulatory agency that (i) specifically relate to the Sub-Adviser’s services under this Agreement or that otherwise relate to the Fund, or (ii) involve matters that could reasonably be viewed as material to the Sub-Adviser’s ability to provide services to the Adviser or Fund.
(r) The Sub-Adviser will keep the Trust and the Adviser informed of developments of which the Sub-Adviser has, or should have, knowledge that would materially affect the Fund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any such developments, including the following events: (i) it is served or otherwise receives notice of, or is threatened with, any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental, administrative or regulatory agency, or public board or body, (A) involving the affairs of the Fund or (B) that may reasonably be expected to materially affect the investment management business of the Sub-Adviser and (ii) any change in the actual control or management of the Sub-Adviser or change in the Sub-Adviser’s senior management (e.g., Chief Investment Officer or Chief Executive Officer).
(s) If, at any time during the term of this Agreement, the Sub-Adviser discovers any fact or omission, or there occurs any event or change of circumstances, which would make any of its representations, warranties or covenants inaccurate or incomplete in any regulatory investigationmaterial respect, examinationit will provide prompt written notification to the Adviser of that fact, omission, event or inspection change of circumstance, and the Fundfacts related thereto.
Appears in 3 contracts
Sources: Investment Sub Advisory Agreement (FS Series Trust), Investment Sub Advisory Agreement (FS Series Trust), Investment Sub Advisory Agreement (FS Series Trust)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents represents, warrants, covenants and warrants to, and covenants with, the Adviser and the Fund as followsagrees that it:
(ai) The has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Adviser enforceable against the Sub-Adviser in accordance with its terms;
(iii) is registered and will maintain its registration as an investment adviser under the Investment Advisers Act;
(iv) shall promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act of 1940or otherwise;
(v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, as amended if any, in which the Sub-Adviser is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations promulgated thereunder to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof;
(vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to Sub-Adviser with regard to the Fund;
(vii) shall cooperate by assisting the Adviser and the Trust in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations;
(viii) has delivered to the Adviser and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“Advisers ActSEC”) and shall maintain such registration;
(b) The Sub-Adviser is a limited partnership duly organized 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;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide furnish the Adviser and the Fund with a complete copy of Trust all subsequent amendments or supplements to Part 2A of its Form ADV;
(eix) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide has provided the Adviser and the Fund Trust with a copy of that codesuch code of ethics upon the execution of this Agreement. On at least an annual basis, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify will comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Adviser or the Fund that the Sub-Adviser has and its access persons have complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics orethics, if such a and (ii) identifying any material violation has violations which have occurred, that appropriate action has been taken in response to such violation. Upon written ;
(x) upon reasonable notice from and the reasonable request of the Adviser or the FundAdviser, the Sub-Adviser shall permit representatives of the Adviser or the Fund Adviser, its employees and its agents to examine the reports (or summaries of the reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics.
(xi) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or any other regulatory or self-regulatory authority;
(xii) shall promptly notify the Adviser in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or any other regulatory authority or (b) is, or will likely be, served or otherwise given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust, the Sub-Adviser, or the Adviser or any of their affiliates;
(xiii) it maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Adviser any information it may reasonably require concerning the amount of or scope of such insurance coverage;
(xiv) it is not a party to any agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Trust, the Adviser or any of their respective affiliates to employ or engage the Sub-Adviser’s key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Adviser Account or any other assets managed by Adviser or any of its affiliates;
(xv) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of “Federal Securities Laws” by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such changeAccount. The Sub-Adviser will also fully cooperate provide, at the reasonable request of the Adviser, periodic certifications, in any regulatory investigationa form reasonably acceptable to the Adviser, examination, or inspection attesting to such written policies and procedures; and
(xvi) acknowledges receipt of the Fund’s most current prospectus and statement of additional information contained in the Trust’s registration statement (collectively, the “Prospectus”).
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (ALPS Series Trust), Investment Sub Advisory Agreement (ALPS Series Trust)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and represents, warrants to, and covenants with, to the Adviser and the Fund BDC as follows:
(a) The Sub-Adviser is shall be registered as an investment adviser under the Investment Advisers Act as of 1940, as amended and the regulations promulgated thereunder (date the “Advisers Act”) BDC commences investment operations and shall maintain such registration;
(b) The Sub-Adviser is a limited partnership duly organized 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 conductedduties and obligations hereunder;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, action on the part of its general partner and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, Adviser previously provided to the Adviser, Adviser is a true and complete copy of the firm brochureform as currently filed with the Securities and Exchange Commission (the “SEC”) and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Fund BDC with a complete copy of all subsequent amendments to Part 2A of its Form ADV;
(e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under of the Advisers Act and will provide the Adviser and the Fund BDC with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director duly authorized officer of the general partner of the Sub-Adviser shall certify to the Adviser or the Fund BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 of the 1940 Act during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Adviser or the FundBDC, the Sub-Adviser shall permit representatives of the Adviser or the Fund BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(117j-1(c)(1) of the 1940 Act and other records evidencing enforcement of the code of ethics;
; provided, however, that such examinations shall: (fx) Neither be made during normal business hours and with the least amount of interference with the Sub-Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Adviser or the BDC, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the BDC shall have any “person associated with” right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser (Adviser, except as defined in Section 202(a)(17) of the Advisers Act) is ineligible required by applicable laws, rules or subject regulations to disqualification pursuant to Section 203 of the Advisers Act to serve fulfill duties as an a registered investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment business development company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(jf) The Sub-Adviser shall seek to comply with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fundrespects.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (CION Investment Corp), Investment Sub Advisory Agreement (CION Investment Corp)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, the Adviser and the Fund as follows:
(a) The Sub-Adviser is shall be registered as an investment adviser under the Investment Advisers Act as of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) Effective Date and shall maintain such registration;
(b) The Sub-Adviser is a limited partnership liability company duly organized 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;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no further action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of In the event that the Sub-Adviser’s most recent Adviser files Part 2 to its Form ADV filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide the Adviser and the Fund with a complete copy of all subsequent amendments to Part 2A of its Form ADVthereof;
(e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-AdviserAdviser and as of the date of the applicable filing with the SEC: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(jg) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner control of the Sub-Adviser within a reasonable time after before such change. The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fund.
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (FS Credit Income Fund), Investment Sub Advisory Agreement (FS Credit Income Fund)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents represents, warrants, covenants and warrants to, and covenants with, the Adviser and the Fund as followsagrees that it:
(ai) The has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Adviser enforceable against the Sub-Adviser in accordance with its terms;
(iii) is registered and will maintain its registration as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registration;
(biv) The shall promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
(v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, if any, in which the Sub-Adviser is a limited partnership duly organized and validly existing required under the laws of Commodity Exchange Act (“CEA”) and the State of Delaware CFTC’s regulations to be so registered and is registered with the power National Futures Association (“NFA”) if required to own and possess its assets and carry on its business as it is now being conductedbe a member thereof;
(cvi) The execution, delivery shall comply with such other requirements of the CEA and performance by the CFTC regulations that apply to Sub-Adviser of this Agreement are within with regard to the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-AdviserFund;
(dvii) Part 2A shall cooperate by assisting the Adviser and the Trust in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations, to the extent such reporting requirement is the direct result of the Sub-Adviser’s most recent investment management services as provided pursuant to the Agreement;
(viii) has delivered to the Adviser and the Trust a copy of its Form ADV as most recently filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c(“SEC”) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will shall promptly provide furnish the Adviser and the Fund with a complete copy of Trust all subsequent amendments or supplements to Part 2A of its Form ADV;
(eix) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide has provided the Adviser and the Fund Trust with a copy of that codesuch code of ethics upon the execution of this Agreement. On at least an annual basis, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify will comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Adviser or the Fund that the Sub-Adviser has and its access persons have complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics orethics, if such a and (ii) identifying any material violation has violations which have occurred, that appropriate action has been taken in response to such violation. Upon written ;
(x) upon reasonable notice from and the reasonable request of the Adviser or the FundAdviser, the Sub-Adviser shall permit representatives of the Adviser or the Fund Adviser, its employees and its agents to examine the reports (or summaries of the reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics.
(xi) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or any other regulatory or self-regulatory authority;
(xii) shall promptly notify the Adviser in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or any other regulatory authority or (b) is, or will likely be, served or otherwise given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust, the Sub-Adviser, or the Adviser or any of their affiliates;
(xiii) it maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Adviser any information it may reasonably require concerning the amount of or scope of such insurance coverage;
(xiv) it is not a party to any agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Trust, the Adviser or any of their respective affiliates to employ or engage the Sub-Adviser’s key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Adviser Account or any other assets managed by Adviser or any of its affiliates;
(xv) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of “Federal Securities Laws” by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such changeAccount. The Sub-Adviser will also fully cooperate provide, at the reasonable request of the Adviser, periodic certifications, in any regulatory investigationa form reasonably acceptable to the Adviser, examination, or inspection attesting to such written policies and procedures; and
(xvi) acknowledges receipt of the Fund’s most current prospectus and statement of additional information contained in the Trust’s registration statement (collectively, “Prospectus”).
Appears in 2 contracts
Sources: Investment Sub Advisory Agreement (ALPS Series Trust), Investment Sub Advisory Agreement (ALPS Series Trust)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents represents, warrants, covenants and warrants to, and covenants with, the Adviser and the Fund as followsagrees that it:
(ai) The has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Adviser enforceable against the Sub-Adviser in accordance with its terms;
(iii) is registered and will maintain its registration as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registration;
(biv) The shall promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
(v) if required by applicable law to do so, is or will be registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities in which the Sub-Adviser is a limited partnership duly organized and validly existing required under the laws of Commodity Exchange Act (“CEA”) and the State of Delaware CFTC’s regulations to be so registered and is registered with the power to own and possess its assets and carry on its business as it is now being conductedNational Futures Association (“NFA”);
(cvi) The execution, delivery shall comply with such other requirements of the CEA and performance by the CFTC regulations that apply to Sub-Adviser of this Agreement are within with regard to the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-AdviserFund;
(dvii) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide shall cooperate by assisting the Adviser and the Fund with in fulfilling any disclosure or reporting requirements applicable to the Fund, including, but not limited to those under the CEA, CFTC, 1940 Act, and Securities Act of 1933, and the rules and regulations promulgated under each;
(viii) shall deliver to the Adviser and the Fund a complete copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“SEC”) and shall promptly furnish the Adviser and the Fund all subsequent amendments or supplements to Part 2A of its Form ADV;
(eix) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide has provided the Adviser and the Fund with a copy of that codesuch code of ethics upon the execution of this Agreement; on at least an annual basis, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify will comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Adviser or the Fund that the Sub-Adviser has and its access persons have complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics orethics, if such a and (ii) identifying any material violation has violations which have occurred, that appropriate action has been taken in response to such violation. Upon written ;
(x) upon reasonable notice from and the reasonable request of the Adviser or the FundAdviser, the Sub-Adviser shall permit representatives of the Adviser or the Fund Adviser, its employees and its agents to examine the reports (or summaries of the reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the Adviser’s code of ethics.
(xi) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or any other regulatory or self-regulatory authority;
(fxii) Neither shall promptly notify the Adviser in the event that the Sub-Adviser nor or any “person associated with” of its affiliates becomes aware that the Sub-Adviser (as defined a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or any other regulatory authority or (b) is, or will likely be, served or otherwise given notice of any action, suit, proceeding, inquiry or investigation, at law or in Section 202(a)(17) equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviserFund, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) , or the Fund’s registration statement on Form N-2, filed Adviser or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingtheir affiliates;
(ixiii) Neither it maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Adviser any information it may reasonably require concerning the Sub-Adviser nor any amount of its affiliates, nor any or scope of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer such insurance coverage;
(as defined in Section 2(a)(3xiv) of the Securities Act) it is not a party to any person in respect agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or any of their respective affiliates to employ or engage the FundSub-Adviser’s placement agent; andkey investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Adviser Account or any other assets managed by Adviser or any of its affiliates;
(jxv) The has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify provide the Adviser of a change in with access to the identity of the general partner of records relating to such policies and procedures as they relate to the Sub-Adviser within a reasonable time after such changeAccount. The Sub-Adviser will also fully cooperate provide, at the reasonable request of the Adviser, periodic certifications, in any regulatory investigationa form reasonably acceptable to the Adviser, examination, or inspection attesting to such written policies and procedures; and
(xvi) acknowledges receipt of the Fund’s most current prospectus and statement of additional information contained in the Fund’s registration statement (collectively, the “Prospectus”).
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Alpha Alternative Assets Fund)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, to the Adviser and the Fund Trust as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act. The Sub-Adviser is not prohibited by the Advisers Act or the 1940 Act from performing the services contemplated by this Agreement, and, to the best knowledge of 1940the Sub-Adviser, there is no proceeding or investigation that reasonably is likely to result in the Sub-Adviser being prohibited from performing the services contemplated by this Agreement. The Sub-Adviser agrees promptly to notify the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as amended an investment adviser to an investment company. The Sub-Adviser is in compliance in all material respects with all applicable federal and state law in connection with the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registration;Sub-Adviser’s investment management operations.
(b) The Sub-Adviser is a limited partnership liability company, duly organized and validly existing under the laws of the State of Delaware Delaware, with the power to own and possess its assets and carry on its business as it is now being conducted;.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, action of its 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 Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, ; (ii) the Sub-Adviser’s governing instruments, ; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;.
(d) Part 2A The Form ADV of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, Adviser previously provided to the Adviser, Adviser is a true and complete copy of the firm brochureform as currently filed with the SEC. The Sub-Adviser will promptly provide the Adviser and the Fund Trust with a complete copy of all subsequent amendments to Part 2A of its Form ADV;.
(e) The Sub-Adviser has adopted a written code of ethics complying with maintains errors and omissions insurance coverage in an appropriate amount. Furthermore, the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will Sub-Adviser, upon reasonable request, shall provide the Adviser and the Fund with a copy of that code, together Trust with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the such insurance coverage.
(f) The Sub-Adviser shall certify to act honestly, in good faith, and in the Adviser or best interests of the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations Trust, including requiring any of the Sub-Adviser’s code personnel with knowledge of ethics orFund activities to place the interest of each Fund first, if such ahead of said personnel’s own interests, in all personal trading scenarios that may involve a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request conflict of the Adviser or interest with the Fund, consistent with the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;Adviser’s fiduciary duties under applicable law.
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Trust’s Chief Compliance Officer and the Adviser’s Chief Compliance Officer promptly upon detection of any material breach of the Trust Compliance Procedures or the Sub-Adviser Compliance Procedures (to the extent, in the case of a breach of the the Sub-Adviser Compliance Procedures, such breach impacts one or more Funds). In addition, the Sub-Adviser shall provide a quarterly certification regarding the Sub-Adviser’s compliance with its obligations under this Agreement and the Trust’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser. The Sub-Adviser acknowledges and agrees to provide these quarterly compliance certifications to the Trust CCO, and that such certifications may be provided to the Board. The Sub-Adviser agrees to correct any compliance failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any compliance breach. The Sub-Adviser promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or involving compliance by the Sub-Adviser with the federal or state securities laws in connection with the services hereunder; or (ii) an actual change in the identity of the general partner control of the Sub-Adviser within a resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.
(h) Upon reasonable time after such change. The request, the Sub-Adviser will also fully cooperate in any regulatory investigationagrees to make the Sub-Adviser’s records and premises (including the availability of the Sub-Adviser’s employees for interviews at a mutually agreed time during regular business hours of the Sub-Adviser) – solely to the extent that these records relate to the conduct of services provided to each Fund -- reasonably available for compliance audits by the Adviser and/or the Trust’s officers, examinationemployees, accountants, or inspection counsel (provided that such employees, accountants, or counsel agree to be bound by confidentiality provisions no less stringent than those contained herein); in this regard, the Trust and the Adviser acknowledge that the Sub-Adviser shall have no obligation to make available proprietary information unrelated to the services provided by the Sub-Adviser to the Fund or any information related to other clients of the FundSub-Adviser, except to the extent necessary for the Adviser or the Trust CCO to confirm the absence of any conflict of interest and compliance with any laws, rules, or regulations in the Sub-Adviser’s activities under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Catholic Responsible Investments Funds)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, the Adviser and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act as of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) Effective Date and shall maintain such registration;
(b) The Sub-Adviser is a limited partnership liability company duly organized 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;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of In the event that the Sub-Adviser’s most recent Adviser files Part 2 to its Form ADV filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide the Adviser and the Fund with a complete copy of all subsequent amendments to Part 2A of its Form ADVthereof;
(e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-AdviserAdviser and as of the date of the applicable filing with the SEC: (A) the Fund’s registration statement on Form N-2N-1A, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
. The Sub-Adviser shall notify the Adviser if any material fact disclosed in the documents described in (iA) Neither or (B) above relating to the Sub-Adviser nor any becomes untrue and/or if a material fact arises that would have been disclosed in such documents had it been true at the time of its affiliates, nor any filing within a reasonable amount of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make time after such offer from the Fund, the Adviser or the Fund’s placement agentmaterial fact arises; and
(jg) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner control of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fund.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (FS Series Trust)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and hereby represents, warrants to, and covenants with, to the Fund and the Adviser and the Fund as followsthat:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) currently in material compliance and shall maintain such registration;at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by Applicable Law.
(b) The Sub-Adviser (i) is a limited partnership duly organized and validly existing registered as an investment adviser under the laws Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will reasonably seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the State occurrence of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by any event that would disqualify the Sub-Adviser from serving as an investment adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission an investment company pursuant to Section 203(c9(a) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochureInvestment Company Act or otherwise. The Sub-Adviser will also promptly provide notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund; provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
(c) The Sub-Adviser has all other governmental, regulatory and self-regulatory registrations, licenses and memberships reasonably necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement;
(d) All information provided by the Sub-Adviser to the Fund or the Adviser for use in the Investor Materials and otherwise in provision of services pursuant to this Agreement is true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Adviser) contains any untrue statement of material fact or omits to state a complete copy material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of all subsequent amendments the circumstances under which they are made, from being misleading; and, to Part 2A the knowledge of the Sub-Adviser, there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Adviser or any other of its Form ADVrespective principals, managers, members, partners, directors, officers, shareholders, employees, agents or other applicable representatives (collectively, the “Sub-Adviser Parties”), at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange;
(e) The Sub-Adviser has adopted or will adopt prior to performing services under this Agreement a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund Board with a copy of that code, together with evidence such code of its adoptionethics. Within 20 forty-five (45) days of the end of each the last calendar quarter during which of each year that this Agreement remains is in effect, and as otherwise reasonably requested, the president, chief compliance officer or a senior managing director or managing director vice-president of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous quarter year and that there have has been no material violations violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been was taken in response to such violation.
(f) The Sub-Adviser has provided the Fund and the Adviser with a copy of its Form ADV and the supplements thereto, and promptly will furnish a copy of all amendments and supplements thereto to the Adviser at least annually. Upon written request Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.
(g) The Sub-Adviser will notify the Fund and the Adviser of any anticipated or actual change of control of the Sub-Adviser and any changes in the key personnel who are the portfolio manager(s) of the Fund prior to or promptly after such change(s). To the extent not borne by the Fund, the Sub-Adviser shall permit representatives agrees to bear all reasonable expenses, if any, arising out of the Adviser an assignment or the Fund to examine the reports (or summaries change in control of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;Adviser.
(fh) Neither The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser nor any “person associated with” the Adviser’s ability to fulfill its commitment under this Agreement.
(i) The Sub-Adviser (as defined in Section 202(a)(17) maintains an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisers Act) is ineligible or subject Adviser, will provide appropriate evidence of such insurance coverage to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;Adviser.
(gj) Neither the Sub-Adviser nor any None of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or its covered persons are subject to a subject to a “bad actor” disqualification pursuant to Rule 506(d) of Regulation D, have obtained a waiver from such “affiliated persons”;disqualification or have failed to appropriately disclose any disqualifying event that occurred prior to the effective date of this Agreement.
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(jk) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of promptly notify the 1940 Act Fund and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change circumstances which would make any of its representations and warranties made in the identity of the general partner of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate this Section 9 inaccurate, misleading, untrue or incomplete in any regulatory investigation, examination, or inspection of the Fundmaterial respect.
Appears in 1 contract
Sources: Sub Advisory Agreement (Privacore PCAAM Alternative Income Fund)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and hereby represents, warrants to, and covenants with, to the Fund and the Adviser and the Fund as followsthat:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) currently in material compliance and shall maintain such registration;at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by Applicable Law.
(b) The Sub-Adviser (i) is a limited partnership duly organized and validly existing registered as an investment adviser under the laws Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will reasonably seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the State occurrence of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by any event that would disqualify the Sub-Adviser from serving as an investment adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission an investment company pursuant to Section 203(c9(a) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochureInvestment Company Act or otherwise. The Sub-Adviser will also promptly provide notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
(c) It has all other governmental, regulatory and self-regulatory registrations, licenses and memberships reasonably necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement.
(d) All information provided by the Sub-Adviser to the Fund or the Adviser for use in the Investor Materials and otherwise in provision of services hereunder is complete, true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Adviser) contains any untrue statement of material fact or omits to state a complete copy material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of all subsequent amendments the circumstances under which they are made, from being misleading; and, to Part 2A the knowledge of the Sub-Adviser there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Adviser or any other of its Form ADV;respective principals, managers, members, partners, directors, officers, shareholders, employees, agents or other applicable representatives (collectively, the “Sub-Adviser Parties”), at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange.
(e) The Sub-Adviser It has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund Board with a copy of that code, together with evidence such code of its adoptionethics. Within 20 forty-five (45) days of the end of each the last calendar quarter during which of each year that this Agreement remains is in effect, and as otherwise reasonably requested, the president, chief compliance officer or a senior managing director or managing director vice-president of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous quarter year and that there have has been no material violations violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been was taken in response to such violation. Upon written request .
(f) It has provided the Fund and the Adviser with a copy of its Form ADV Parts 1 and 2, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to the Adviser at least annually. Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.
(g) It will notify the Fund and the Adviser of any anticipated or actual change of control of the Sub-Adviser, and any changes in the key personnel who are the portfolio manager(s) of the Fund prior to or promptly after such change. To the extent not borne by the Fund, the Sub-Adviser shall permit representatives agrees to bear all reasonable expenses, if any, arising out of the Adviser an assignment or the Fund to examine the reports (or summaries change in control of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;Adviser.
(h) Solely with respect It will promptly notify the Adviser of any financial condition that is likely to information relating to impair the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or ability to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances fulfill its commitment under which they were made, not misleading;this Agreement.
(i) Neither It maintains an appropriate level of errors and omissions or professional liability insurance coverage and, upon the Sub-Adviser nor any written request of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employeesthe Adviser, will make any offer (as defined in Section 2(a)(3) provide evidence of such insurance coverage to the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; andAdviser.
(j) The Sub-Adviser It shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of promptly notify the 1940 Act Fund and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change circumstances which would make any of its representations and warranties made in the identity of the general partner of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate this Section 9 inaccurate, misleading, untrue or incomplete in any regulatory investigation, examination, or inspection of the Fundmaterial respect.
Appears in 1 contract
Sources: Sub Advisory Agreement (Privacore VPC Asset Backed Credit Fund)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and represents, warrants to, and covenants with, to the Adviser and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registrationregistration during the term of this Agreement;
(b) The Sub-Adviser is a limited partnership duly organized and validly existing properly operating under the laws of the State of Delaware with the power to own and possess its assets assets, perform its obligations under this Agreement, and to carry on its business as it is now being being, and to be, conducted;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s 's powers and have been duly authorized by all necessary action, action on the part of its managing member and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s 's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A Provided the Fund and the Adviser comply with all applicable provisions of Section 15 of the 1940 Act concerning the Fund and its advisory and sub-advisory arrangements, the Sub-Adviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement;
(e) The Sub-Adviser will promptly notify the Adviser of the occurrence of any event that would disqualify Sub-Adviser from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
(f) Parts 1 and 2 of the Form ADV (collectively, the “Form ADV”) of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, Adviser previously provided to the Adviser, Adviser is a true and complete copy of the firm brochureform as currently filed with the SEC with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly provide (which may be by way of posting to a datasite and notification to the Adviser) the Adviser and the Fund with a complete copy of all subsequent amendments to Part 2A of its Form ADV;
(eg) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund with a copy of that code, together with evidence of its adoption. Within 20 twenty (20) days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director duly authorized officer of the general partner of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter and that there have been no material violations of the Sub-Adviser’s 's code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports reporting obligations (or summaries of the reportsthereof) required to be made to the Sub-Adviser by Rule 17j-1(d)(117j-1(c)(1) under the 1940 Act and other records evidencing enforcement of the code of ethics;
; provided, however, that such examinations shall: (fx) Neither be made during normal business hours and with the least amount of interference with the Sub-Adviser's business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Fund, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the Fund shall have any “person associated with” right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser (Adviser, except as defined in Section 202(a)(17) of the Advisers Act) is ineligible required under this Agreement and by applicable laws, rules or subject regulations to disqualification pursuant to Section 203 of the Advisers Act to serve fulfill duties as an a registered investment adviser or as a person associated with an registered investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualificationcompany;
(gh) Neither In connection with the services provided under this Agreement, the Sub-Adviser nor any shall comply with all requirements applicable to the investment adviser of its “affiliated persons” (as defined in an interval fund like the 1940 Act), during Fund under the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of Advisers Act and the 1940 Act to serve in all material respects;
(i) The Sub-Adviser agrees that it shall maintain at all times during the course of this Agreement and for the period thereafter in which indemnification obligations thereto could be triggered, an errors and omissions or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable professional liability insurance policy with respect to the Sub-Adviser or such “affiliated persons”in a commercially reasonable amount and on commercially reasonable terms;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser has in place, and shall comply have in all place during the entire term of this Agreement, a business continuity plan, which may be updated from time to time, that governs the Sub-Adviser's treatment of (x) material respects with all applicable provisions data processed by the Sub-Adviser's computer system in the performance of Federal Securities Laws as defined in Rule 38a-1(e)(1its duties hereunder and the retrieval of any such material data from the Sub-Adviser's back-up facilities and (y) the performance of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities duties under this Agreement in accordance with any applicable laws relating to contingency planning, disaster recovery, back-up processing, recovery time objective, resumption operating capacities, escalation, activation and regulations of any governmental authority pertaining to its investment advisory activities. crisis management procedures;
(k) The Sub-Adviser shall notify has reviewed the Adviser of a change in Registration Statement, and represents and warrants that, with respect to the identity of the general partner of disclosure about the Sub-Adviser within a reasonable time after or information relating to the Sub-Adviser, such change. Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of material fact necessary to make the statements contained therein not misleading; and
(l) The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection has reviewed the registration requirements of the FundU.S. Commodity Exchange Act, as amended (the “CEA”) and the National Futures Association (the "NFA") relating to commodity trading advisers and is either appropriately registered with the CFTC and a member of the NFA or exempt or excluded from CFTC registration requirements and has provided the Adviser and the Fund with a copy of any document evidencing its application for or receipt of such exemption or exclusion, and any amendments thereto.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Axxes Opportunistic Credit Fund)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents represents, warrants, covenants and warrants to, and covenants with, the Adviser and the Fund as followsagrees that it:
(ai) The has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;
(ii) has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding agreement of the Sub-Adviser enforceable against the Sub-Adviser in accordance with its terms;
(iii) is registered and will maintain its registration as an investment adviser under the Investment Advisers Act;
(iv) shall promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act of 1940or otherwise;
(v) is registered with the Commodity Futures Trading Commission (“CFTC”) in all capacities, as amended if any, in which the Sub-Adviser is required under the Commodity Exchange Act (“CEA”) and the CFTC’s regulations promulgated thereunder to be so registered and is registered with the National Futures Association (“NFA”) if required to be a member thereof;
(vi) shall comply with such other requirements of the CEA and CFTC regulations that apply to the Sub-Adviser with regard to the Fund;
(vii) shall cooperate by assisting the Adviser in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or CFTC regulations;
(viii) has delivered to the Adviser and the Trust a copy of its Form ADV as most recently filed with the Securities and Exchange Commission (“Advisers ActSEC”) and shall maintain such registration;
(b) The Sub-Adviser is a limited partnership duly organized 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;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide furnish the Adviser and the Fund with a complete copy of Trust all subsequent amendments or supplements to Part 2A of its Form ADV;
(eix) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide has provided the Adviser and the Fund Trust with a copy of that codesuch code of ethics upon the execution of this Agreement. On at least an annual basis, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify will comply with the reporting requirements of Rule 17j-1, which may include: (i) certifying to the Adviser or the Fund that the Sub-Adviser has and its access persons have complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics orethics, if such a and (ii) identifying any material violation has violations which have occurred, that appropriate action has been taken in response to such violation. Upon written ;
(x) upon reasonable notice from and the reasonable request of the Adviser or the FundAdviser, the Sub-Adviser shall permit representatives of the Adviser or the Fund Adviser, its employees and its agents to examine the reports (or summaries of the reports) required to be made by the Sub-Adviser pursuant to Rule 17j-1 and all other records relevant to the Sub-Adviser’s code of ethics.
(xi) it is not currently the subject of, and has not been the subject of during the last (3) years, any enforcement action by the SEC, CFTC or other regulatory or self-regulatory authority;
(xii) shall promptly notify the Adviser in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser (a) is the subject of an administrative proceeding or enforcement action by the SEC, CFTC or other regulatory authority or (b) is, or will likely be, served or otherwise given notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust, the Sub-Adviser, or the Adviser or any of their affiliates;
(xiii) it maintains errors and omissions insurance coverage in an appropriate scope and amount and shall upon request provide to Adviser any information it may reasonably require concerning the amount of or scope of such insurance;
(xiv) it is not a party to any agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Trust, the Adviser or any of their respective affiliates to employ or engage the Sub-Adviser’s key investment professionals or any entity managed by such investment professionals, now or in the future, to manage the Sub-Adviser Account or any other assets managed by Adviser or any of its affiliates;
(xv) has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents. Upon reasonable notice to and reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such changeAccount. The Sub-Adviser will also fully cooperate provide, at the reasonable request of the Adviser, periodic certifications, in any regulatory investigationa form reasonably acceptable to the Adviser, examination, or inspection attesting to such written policies and procedures; and
(xvi) acknowledges receipt of the Fund’s most current prospectus and statement of additional information contained in the Trust’s registration statement (collectively, the “Prospectus”).
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Northern Lights Fund Trust Iii)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and represents, warrants to, and covenants with, to the Adviser and the Fund BDC as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act and shall remain so registered as of 1940, as amended the date that the Registration Statement is declared effective and the regulations promulgated thereunder (the “Advisers Act”) and covenants that it shall maintain such registration;registration until the expiration or earlier termination of this Agreement.
(b) The Sub-Adviser is a limited partnership corporation duly organized and validly existing under the laws of the State of Delaware Maryland with the power to own and possess its assets and carry on its business as it is now being conducted;.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, action on the part of its board of directors and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, other than the filing of any amendment to the Sub-Adviser’s Form ADV with the SEC that may be required in connection with the Sub-Adviser’s registration as an investment adviser under the Advisers Act or performance of services under this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;.
(d) Part 2A The Form ADV of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, Adviser previously provided to the Adviser, Adviser is a true and complete copy of the firm brochureform as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Fund BDC with a complete copy of all subsequent amendments to Part 2A of its Form ADV;.
(e) The Sub-Adviser has adopted will, on or prior to the date that the BDC commences investment operations, adopt a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund BDC with a copy of that code, together with evidence of its adoption. Within Upon the request of the Adviser or the BDC, a senior executive officer of the Sub-Adviser shall certify, within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the Fund BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the FundBDC, the Sub-Adviser shall permit representatives of the Adviser or the Fund BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(117j-1(c)(1) and other records evidencing enforcement of the code of ethics;.
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser shall comply in all material respects with all requirements applicable provisions to the investment adviser of Federal Securities Laws as defined in Rule 38a-1(e)(1) of a business development company like the BDC under the Advisers Act and the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the FundAct.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (HMS Income Fund, Inc.)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, the Adviser and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registration;registration for so long as this Agreement remains in effect.
(b) The Sub-Adviser is a limited partnership corporation duly organized incorporated and validly existing under the laws of the State of Delaware California with the power to own and possess its assets and carry on its business as it is now being conducted;.
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Sub- Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;.
(d) Part 2A 2 of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission SEC pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochureofthe form. The Sub-Adviser will promptly provide the Adviser and the Fund with a complete copy of all subsequent amendments to Part 2A 2 of its Form ADV;.
(e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide Act, has provided the Adviser and the Fund with a copy of that code, together with evidence of its adoption. , and has instituted procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1) from violating its code of ethics.
(f) Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director the chief compliance officer of the Sub-Adviser shall shall, on behalf of the Sub-Adviser, certify to the Adviser or the Fund that the Sub-Adviser has complied with its code of ethics and with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;.
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(j) The Sub-Adviser shall comply in all material respects with all applicable provisions of the Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. authority.
(h) The Sub-Adviser shall notify supply information and documentation reasonably requested by the Adviser in connection with any regulatory investigation, examination or inspection of the Trust or the Fund.
(i) The Sub-Adviser shall maintain, in connection with the Sub-Adviser’s services provided to the Fund, its compliance with the relevant provisions of the 1940 Act and the regulations adopted by the SEC thereunder; provided, that the Sub-Adviser shall have no responsibility for the maintenance of Trust records except insofar as is directly related to the services it provides to the Fund.
(j) The Sub-Adviser shall report to the Board and the Adviser at such times and in such detail as the Board or the Adviser may reasonably require from time to time.
(k) The Sub-Adviser shall furnish, at its own expense, (i) all necessary facilities, including salaries of clerical and other personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of its duties under this Agreement.
(l) The Sub-Adviser shall maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a change in registered investment company pursuant to the identity 1940 Act and the Advisers Act, and the rules thereunder, and furnish the Trust and the Adviser with such periodic and special reports as the Trust or Adviser may reasonably request.
(m) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the general partner Trust, agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Fund upon request by the Trust or the Adviser; provided, that the Sub-Adviser may keep a copy of all such records for its own compliance purposes; provided, further, that except for internal legal, regulatory or compliance purposes, all such copies shall not be used for any other purposes whatsoever and shall remain subject to the confidentiality provisions of this Agreement.
(n) The Sub-Adviser shall provide such information as is customarily provided by a sub- adviser and may be required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule or regulation thereunder.
(o) The Sub-Adviser shall timely provide to the Adviser and the Trust, on behalf of the Fund, all information and documentation they may request as necessary or appropriate in order for the Adviser and the Board to oversee the activities of the Sub-Adviser and in connection with the compliance by any of them with the requirements of the Investment Guidelines, the Registration Statement, and any applicable law, including, without limitation, (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by the Adviser, together with (A) a certification that such information and commentary discuss the factors that materially affected the performance of the Fund, including the relevant market conditions, the investment techniques and strategies used by the Investment Managers, and the allocations to the Investment Managers and (B) additional certifications related to the Sub-Adviser’s services in order to support the Fund’s filings on Form N-CSR, Form N-Q and other applicable forms, and the Trust’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) within 5 business days of a reasonable quarter-end, a quarterly certification with respect to compliance and operational matters related to the Sub-Adviser and the Sub-Adviser’s services, in a format requested by the Adviser, as it may be amended from time after such changeto time; and (iii) an annual certification from the Sub-Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Sub-Adviser’s compliance program, in a format requested by the Adviser.
(p) Upon the Adviser’s request, the Sub-Adviser shall review and comment upon selected portions of the Registration Statement relating to the Sub-Adviser, other offering documents and ancillary sales and marketing materials prepared by the Adviser for the Fund. The Sub-Adviser will also fully cooperate promptly inform the Trust and the Adviser if the Sub-Adviser is aware that any information in the Registration Statement or any other document or information the Sub-Adviser reviews is (or will become) inaccurate or incomplete.
(q) The Sub-Adviser shall promptly provide notice to the Adviser regarding any inspections, notices or inquiries from any governmental, administrative or self-regulatory agency that (i) specifically relate to the Sub-Adviser’s services under this Agreement or that otherwise relate to the Fund, or (ii) involve matters that could reasonably be viewed as material to the Sub-Adviser’s ability to provide services to the Adviser or Fund.
(r) The Sub-Adviser will keep the Trust and the Adviser informed of developments of which the Sub-Adviser has, or should have, knowledge that would materially affect the Fund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any such developments, including the following events: (i) it is served or otherwise receives notice of, or is threatened with, any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental, administrative or regulatory agency, or public board or body, (A) involving the affairs of the Fund or (B) that may reasonably be expected to materially affect the investment management business of the Sub- Adviser and (ii) any change in the actual control or management of the Sub-Adviser or change in the Sub- Adviser’s senior management (e.g., Chief Investment Officer or Chief Executive Officer).
(s) If, at any time during the term of this Agreement, the Sub-Adviser discovers any fact or omission, or there occurs any event or change of circumstances, which would make any of its representations, warranties or covenants inaccurate or incomplete in any regulatory investigationmaterial respect, examinationit will provide prompt written notification to the Adviser of that fact, omission, event or inspection change of circumstance, and the Fundfacts related thereto.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Advisors' Inner Circle Fund III)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and hereby represents, warrants to, and covenants with, to the Fund and the Adviser and the Fund as followsthat:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) currently in material compliance and shall maintain such registration;at all times continue to materially comply with the requirements imposed upon the Sub-Adviser by Applicable Law.
(b) The Sub-Adviser (i) is a limited partnership duly organized and validly existing registered as an investment adviser under the laws Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will reasonably seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the State occurrence of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;
(c) The execution, delivery and performance by any event that would disqualify the Sub-Adviser from serving as an investment adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission an investment company pursuant to Section 203(c9(a) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochureInvestment Company Act or otherwise. The Sub-Adviser will also promptly provide notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund; provided, however, that routine regulatory examinations shall not be required to be reported by this provision.
(c) The Sub-Adviser has all other governmental, regulatory and self-regulatory registrations, licenses and memberships reasonably necessary to perform its obligations hereunder, and it will maintain and renew such registrations, licenses and memberships during the term of this Agreement;
(d) All information provided by the Sub-Adviser to the Fund or the Adviser for use in the Investor Materials and otherwise in provision of services pursuant to this Agreement is true and accurate in all material respects, and neither such information nor the Investor Materials (but solely with respect to any information therein related to the Sub-Adviser) contains any untrue statement of material fact or omits to state a complete copy material fact required or necessary to be stated therein in order to prevent the statements made therein, in light of all subsequent amendments the circumstances under which they are made, from being misleading; and, to Part 2A the knowledge of the Sub-Adviser, there are no actions, suits, proceedings, subpoenas, orders or investigations pending or threatened against the Sub-Adviser or any other of its Form ADVrespective principals, managers, members, partners, directors, officers, shareholders, employees, agents or other applicable representatives (collectively, the “Sub-Adviser Parties”), at law or in equity or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, or instrumentality, or any other governmental, regulatory or self-regulatory authority or any exchange;
(e) The Sub-Adviser has adopted or will adopt prior to performing services under this Agreement a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund Board with a copy of that code, together with evidence such code of its adoptionethics. Within 20 forty-five (45) days of the end of each the last calendar quarter during which of each year that this Agreement remains is in effect, and as otherwise reasonably requested, the president, chief compliance officer or a senior managing director or managing director vice-president of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous quarter year and that there have has been no material violations violation of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been was taken in response to such violation.
(f) The Sub-Adviser has provided the Fund and the Adviser with a copy of its Form ADV and the supplements thereto, , and promptly will furnish a copy of all amendments and supplements thereto to the Adviser at least annually. Upon written request Such amendments shall reflect all changes in the Sub-Adviser’s organizational structure, professional staff or other significant developments affecting the Sub-Adviser, as required by the Advisers Act.
(g) The Sub-Adviser will notify the Fund and the Adviser of any anticipated or actual change of control of the Sub-Adviser and any changes in the key personnel who are the portfolio manager(s) of the Fund prior to or promptly after such change(s). To the extent not borne by the Fund, the Sub-Adviser shall permit representatives agrees to bear all reasonable expenses, if any, arising out of the Adviser an assignment or the Fund to examine the reports (or summaries change in control of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;Adviser.
(fh) Neither The Sub-Adviser will promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser nor any “person associated with” the Adviser’s ability to fulfill its commitment under this Agreement.
(i) The Sub-Adviser (as defined in Section 202(a)(17) maintains an appropriate level of errors and omissions or professional liability insurance coverage and, upon the written request of the Advisers Act) is ineligible or subject Adviser, will provide appropriate evidence of such insurance coverage to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;Adviser.
(gj) Neither the Sub-Adviser nor any None of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or its covered persons are subject to a subject to a “bad actor” disqualification pursuant to Rule 506(d) of Regulation D, have obtained a waiver from such “affiliated persons”;disqualification or have failed to appropriately disclose any disqualifying event that occurred prior to the effective date of this Agreement.
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(jk) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of promptly notify the 1940 Act Fund and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change circumstances which would make any of its representations and warranties made in the identity of the general partner of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate this Section 9 inaccurate, misleading, untrue or incomplete in any regulatory investigation, examination, or inspection of the Fundmaterial respect.
Appears in 1 contract
Sources: Sub Advisory Agreement (Privacore PCAAM Alternative Growth Fund)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and warrants to, and covenants with, the Adviser and the Fund as follows:
(a) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act as of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) Effective Date and shall maintain such registration;
(b) The Sub-Adviser is a limited partnership liability company duly organized 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;
(c) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
(d) Part 2A of In the event that the Sub-Adviser’s most recent Adviser files Part 2 to its Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the firm brochure. The Sub-Adviser will promptly provide the Adviser and the Fund with a complete copy of all subsequent amendments to Part 2A of its Form ADVthereof;
(e) The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act and will provide the Adviser and the Fund with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director of the Sub-Adviser shall certify to the Adviser or the Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Adviser or the Fund, the Sub-Adviser shall permit representatives of the Adviser or the Fund to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(1) and other records evidencing enforcement of the code of ethics;
(f) Neither the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, the Adviser or the Fund’s placement agent; and
(jg) The Sub-Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner control of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fund.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (FS Energy Total Return Fund)
Representations, Warranties and Covenants of the Sub-Adviser. The Sub-Adviser represents and represents, warrants to, and covenants with, to the Adviser and the Fund BDC as follows:
(a) a. The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended and the regulations promulgated thereunder (the “Advisers Act”) and shall maintain such registrationregistration during the term of this Agreement;
(b) b. The Sub-Adviser is a limited partnership liability company duly organized 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 conductedduties and obligations hereunder;
(c) c. The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, action on the part of its managing member and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;
d. The Form ADV (dthe “Form ADV”) Part 2A of the Sub-Adviser’s most recent Form ADV filed with the U.S. Securities and Exchange Commission pursuant to Section 203(c) of the Advisers Act, Adviser previously provided to the Adviser, Adviser is a true and complete copy of the firm brochureform as currently filed with the Securities and Exchange Commission (the “SEC”) and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the Fund BDC with a complete copy of all subsequent amendments to Part 2A of its Form ADV;
(e) e. The Sub-Adviser has adopted a written code of ethics and compliance policies complying with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under of the Advisers Act and will provide the Adviser and the Fund BDC with a copy of that codesuch code and policies, together with evidence of its adoptiontheir adoption and implementation. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a senior managing director or managing director duly authorized officer of the Sub-Adviser shall certify to the Adviser or the Fund BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 of the 1940 Act during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or compliance policies or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon the written and reasonable request of the Adviser or the FundBDC, the Sub-Adviser shall permit representatives of the Adviser or the Fund BDC, including compliance consultants retained by the Adviser or the BDC at the sole expense of the Sub-Adviser, to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(d)(117j-1(c)(1) of the 1940 Act and other records or personnel (including examinations conducted at the offices of the Sub-Adviser) evidencing enforcement of the code of ethics;
ethics and compliance procedures; provided, however, that such examinations shall: (fx) Neither be made during normal business hours and with the Sub-Adviser nor any “person associated with” the Sub-Adviser (as defined in Section 202(a)(17) least amount of the Advisers Act) is ineligible or subject to disqualification pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated interference with an investment adviser, and there is no action pending or threatened by any governmental or self-regulatory authority that would reasonably be expected to become the basis for any such ineligibility or disqualification;
(g) Neither the Sub-Adviser nor any of its “affiliated persons” (as defined in the 1940 Act), during the preceding ten years, has been convicted of any crime, or is or during such period has been subject to any disqualification that would cause such person to be ineligible pursuant to Section 9 of the 1940 Act to serve or act in the capacity of employee, officer, director, member of an “advisory board,” “investment adviser” or “depositor” of any “registered investment company” or “principal underwriter” to any “registered open-end company,” “registered unit investment trust” or “registered face amount certificate company,” as each such term is used in the 1940 Act, and there is no basis for any such ineligibility attributable to the Sub-Adviser or such “affiliated persons”;
(h) Solely with respect to information relating to the Sub-Adviser: (A) the Fund’s registration statement on Form N-2, filed or to be filed with the SEC, does not contain and, business and operations as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, reasonably practicable; and (By) shall be conducted no less frequently than annually after the Fund’s prospectus and/or private placement memorandum do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement first anniversary of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) Neither the Sub-Adviser nor any of its affiliates, nor any of their respective control persons, principals, officers, directors, partners, members, managers, trustees, agents, contractors or employees, will make any offer (as defined in Section 2(a)(3) of the Securities Act) to any person in respect of securities of the Fund during any period during which the Fund is conducting a private offering of its securities without express written authority to make such offer from the Fund, this Agreement unless the Adviser or the Fund’s placement agentBDC has cause, in their reasonable judgment, to conduct such examinations more frequently; and
(j) The f. In connection with the services provided under this Agreement, the Sub-Adviser shall comply with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. The Sub-Adviser shall notify the Adviser of a change in the identity of the general partner of the Sub-Adviser within a reasonable time after such change. The Sub-Adviser will also fully cooperate in any regulatory investigation, examination, or inspection of the Fundrespects.
Appears in 1 contract
Sources: Investment Sub Advisory Agreement (Hancock Park Corporate Income, Inc.)