Common use of Manager's Representations Clause in Contracts

Manager's Representations. The Manager represents and warrants that (i) it is registered as an investment advisor under the Investment Advisors Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisors Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any 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) it has the authority to enter into and perform the services contemplated by this Agreement, (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) it has received Sub-Advisor's written disclosure statement (Form ADV Part II) required by Rule 204-3 under the Investment Advisers Act at least 48 hours prior to entering into this Agreement. The Manager further represents and warrants that on the date of this Agreement the Series is a "qualified institutional buyer" as that term is defined in Rule 144A of the Securities Act of 1933, as amended, and to inform Sub-Adviser promptly if the Series loses its status as a qualified institutional buyer

Manager's Representations. NB- 4 The Manager represents and warrants that (i) it is registered as an investment advisor under the Investment Advisors Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisors Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any 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) it has the authority to enter into and perform the services contemplated by this Agreement, (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) it has received Sub-Advisor's ’s written disclosure statement (Form ADV Part II) required by Rule 204-3 under the Investment Advisers Act at least 48 hours prior to entering into this Agreement. The Manager further represents and warrants that on the date of this Agreement the Series is a "“qualified institutional buyer" ” as that term is defined in Rule 144A of the Securities Act of 1933, as amended, and to inform Sub-Adviser promptly if the Series loses its status as a qualified institutional buyer