Common use of Adviser Representations Clause in Contracts

Adviser Representations. The Adviser represents, warrants and covenants to the Sub-Adviser on the date hereof and during the term of this Agreement that: (i) the Adviser is in material compliance with all applicable state and federal laws, including securities laws and commodities laws and is registered as an investment adviser under the Advisers Act, (ii) the Adviser has been given full power and authority by the Board of Directors of the Fund (the “Board”) to appoint the Sub-Adviser to deal with the Account in accordance with the terms of this Agreement, including, without limitation, the Investment Guidelines; (iii) this Agreement and the Investment Guidelines are consistent with the terms of any governing instrument or agreement applicable to the Fund with respect to the Account; (iv) this Agreement is valid and has been duly authorized, does not violate, and includes applicable requirements of, any law, rule, or obligation to which the Adviser or the Account is subject, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and Adviser agrees to provide the Sub-Adviser with evidence of such authority as may be reasonably requested by the Sub-Adviser); (v) when the Fund is eligible, the Adviser will execute and deliver to the Sub-Adviser a Qualified Institutional Buyer Certification (Annex A), and the Adviser will immediately advise the Sub-Adviser in writing of any change in status affecting such certification; (vi) the Adviser acknowledges that, not less than forty-eight (48) hours prior to entering into this Agreement, the Fund and the Adviser have received a copy of the Sub-Adviser’s brochure required by Part 2 of Form ADV; (vii) the Adviser shall, as reasonably requested by the Sub-Adviser, furnish to the Sub-Adviser certified copies of appointments or designations setting forth the titles and authorities of the individuals who are authorized to act on behalf of the Adviser or the Fund with respect to the Account and this Agreement, as set forth on the list to be provided by the Adviser, and the Sub-Adviser shall be entitled to rely upon such information (including the list of names provided by the Adviser) until it receives written notice of a change in such appointments or designations; (viii) acknowledges that (a) neither the Account nor the cash, securities or other property in the Account are deposits or obligations of, or guaranteed or endorsed in any way by, the Sub-Adviser Entities and Persons or Forum Holdings Limited, or any of its affiliates, subsidiaries, or any bank and (b) neither the Account nor the cash, securities or other property in the Account are insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency and (ix) acknowledges and agrees that the Sub-Adviser is entitled to rely upon the accuracy of information provided by Adviser that Sub-Adviser in good faith believes is genuine.

Adviser Representations. The Adviser represents, represents and warrants and covenants to the Sub-Adviser on the date hereof and during the term of this Agreement that: (i) the Adviser is in material compliance with all applicable state and federal laws, including securities laws and commodities laws and is registered as an investment adviser under the Advisers Act, (ii) the Adviser has been given full power and authority by the Board of Directors of the Fund (the “Board”) to appoint the Sub-Adviser to deal with the Account in accordance with the terms of this Agreement, including, without limitation, the Investment Guidelines; (iii) this Agreement and the Investment Guidelines are consistent with the terms of any governing instrument or agreement applicable to the Fund with respect to the Account; (ivii) this Agreement is valid and has been duly authorized, does not violate, and includes applicable requirements of, any law, rule, or obligation to which the Adviser or the Account is subject, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and Adviser agrees to provide the Sub-Adviser with evidence of such authority as may be reasonably requested by the Sub-Adviser); (viii) when the Fund is eligible, the Adviser will execute and deliver to the Sub-Adviser a Qualified Institutional Buyer Certification (Annex A), and the Adviser will immediately advise the Sub-Adviser in writing of any change in status affecting such certification; (viiv) the Adviser acknowledges thatthat it has received, not less than forty-eight (48) hours prior to before or at the time of entering into this Agreement, the Fund and the Adviser have received a copy of the Sub-Adviser’s brochure required by Part 2 of Form ADV; and (viiv) the Adviser shall, as reasonably requested by the Sub-Adviser, furnish to the Sub-Adviser certified copies of appointments or designations setting forth the titles and authorities of the individuals who are authorized to act on behalf of the Adviser or the Fund with respect to the Account and this Agreement, as set forth on the list to be provided by the Adviser, and the Sub-Adviser shall be entitled to rely upon such information (including the list of names provided by the Adviser) until it receives written notice of a change in such appointments or designations; (viii) acknowledges that (a) neither the Account nor the cash, securities or other property in the Account are deposits or obligations of, or guaranteed or endorsed in any way by, the Sub-Adviser Entities and Persons or Forum Holdings Limited, or any of its affiliates, subsidiaries, or any bank and (b) neither the Account nor the cash, securities or other property in the Account are insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency and (ix) acknowledges and agrees that the Sub-Adviser is entitled to rely upon the accuracy of information provided by Adviser that Sub-Adviser in good faith believes is genuine.