Common use of Client Representation and Warranties Clause in Contracts

Client Representation and Warranties. (a) You represent that you have the full legal power and authority to enter into this Agreement, have obtained all necessary governmental and regulatory approvals, consents and licenses, and any other filings and registrations that may be necessary to enter into this Agreement, and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. You represent that you are duly formed and validly existing and in good standing under the laws of the jurisdiction in which you were established, that this Agreement has been duly authorized by appropriate corporate resolution or other action, and when so executed and delivered, shall be binding in accordance with its terms. You further represent that you are in full compliance with any anti-money laundering rules to which you are subject. You acknowledge that you have provided us with your client profile information required by us in order for us to comply with applicable anti-money laundering laws and regulations, and represent that such information is complete and accurate in all material respects and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement. You agree that you will provide us with additional client profile information that we may request from time to time in order for us to comply with applicable anti-money laundering laws and regulations. (b) You acknowledge that we do not provide tax or legal advice. All recommendations that have tax or legal ramifications should be reviewed by your tax and legal advisors before implementing. You and your tax advisors remain fully responsible for the management of your affairs for tax purposes. You will hold us harmless for tax and/or legal consequences of our recommendations. Any references to particular tax treatment in this Agreement may depend on your individual circumstances and may be subject to change in the future. (c) You acknowledge that selection of the Custodian is not our responsibility. We shall have no responsibility for any actions of the Custodian. (d) You agree to execute any other agreements with Brokers, custodians, or other service providers we deem reasonably necessary in connection with this Agreement in a timely manner. You will promptly notify us of any changes to the custodian, and any arrangements with the custodian, which govern the loaning of securities. You also agree to provide us with any other information and/or documentation that we may reasonably request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Fund. (e) You acknowledge that you and the Board solely responsible for determining the Investment Policies in light of applicable laws and regulations that may be applicable to the Fund, the Assets and the Investments (including those outside the scope of this Agreement). We shall have no responsibility for determining whether the Investment Policies are appropriate in light of the foregoing. (f) You represent that the Fund is and will continue to be free from all liens, charges, options, third party rights and other encumbrances and that the Fund is not subject to any restrictions in its management not reflected in this Agreement or in the Fund’s registration statement. You undertake not to deal, or to authorize anyone else to deal, except through us, with any of the cash, Investments or other assets of the Fund. (g) You warrant and undertake that in the performance of this Agreement, you will comply in all material respects with all laws, rules, regulations, decrees and other ordinances issued by any supra-governmental, governmental or other authority relating to the subject matter of this Agreement and to the performance by the parties hereto of their obligations under this Agreement.

Client Representation and Warranties. (a) You represent that you have the full legal power and authority to enter into this Agreement, have obtained all necessary governmental and regulatory approvals, consents and licenses, and any other filings and registrations that may be necessary to enter into this Agreement, and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. You represent that you are duly formed and validly existing and in good standing under the laws of the jurisdiction in which you were established, that this Agreement has been duly authorized by appropriate corporate resolution or other action, and when so executed and delivered, shall be binding in accordance with its terms. You further represent that you are in full compliance with any anti-money laundering rules to which you are subject. You acknowledge that you have provided us with your current client profile information required by us in order for us to comply with applicable anti-money laundering laws and regulations, and represent that such information is complete and accurate in all material respects and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement. You agree that you will provide us with additional client profile information that we may request from time to time in order for us to comply with applicable anti-money laundering laws and regulations. (b) You acknowledge that we do not provide tax or legal advice. All recommendations that have tax or legal ramifications should be reviewed by your tax and legal advisors before implementing. You and your tax advisors remain fully responsible for the management of your affairs for tax purposes. You will hold us harmless for tax and/or legal consequences of our recommendations. Any references to particular tax treatment in this Agreement may depend on your individual circumstances and may be subject to change in the future. (c) You acknowledge that selection of the Custodian is not our responsibility. We shall have no responsibility for any actions of the Custodian. (d) You agree to execute any other agreements with Brokers, custodians, or other service providers we deem reasonably necessary in connection with this Agreement in a timely manner. You will promptly notify us of any changes to the custodian, and any arrangements with the custodian, which govern the loaning of securities. You also agree to provide us with any other information and/or documentation that we may reasonably request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Fund. (e) You acknowledge that you and the Board solely responsible for determining the Investment Policies in light of applicable laws and regulations that may be applicable to the Fund, the Assets and the Investments (including those outside the scope of this Agreement). We shall have no responsibility for determining whether the Investment Policies are appropriate in light of the foregoing. (f) You represent that the Fund is and will continue to be free from all liens, charges, options, third party rights and other encumbrances and that the Fund is not subject to any restrictions in its management management, other than registered investment company status requirements, not reflected in this Agreement or in the Fund’s registration statement. You undertake not to deal, or to authorize anyone else to deal, except through us, with any of the cash, Investments or other assets of the Fund. (g) You warrant and undertake that in the performance of this Agreement, you will comply in all material respects with all laws, rules, regulations, decrees and other ordinances issued by any supra-governmental, governmental or other authority relating to the subject matter of this Agreement and to the performance by the parties hereto of their obligations under this Agreement.