Common use of Compliance with Laws; No Fiduciary Clause in Contracts

Compliance with Laws; No Fiduciary. The Client will comply in all material respects with all Laws applicable to the Client, including Laws related to the establishment and maintenance by the Client of a Fund Compliance Program and SOX disclosure controls and procedures. The Service Provider assumes no responsibility under this Agreement for compliance by the Client with any Laws applicable to the Client. The Service Provider is not, under this Agreement, (i) acting as, and is not required to take any action that would require licensing or registration as, a fiduciary, an investment adviser, a certified public accountant, or a broker or dealer; or (ii) providing investment, legal or tax advice to the Client or any other Person or acting as the Fund’s independent accountants or auditors. Nothing in this Agreement will oblige either Party to take any action that will breach any Law applicable to such Party, or to omit to take an action if such omission will breach any such Law.

Compliance with Laws; No Fiduciary. The Client will comply in all material respects with all Laws applicable to the Client, including Laws related to the establishment and maintenance by the Client of a Fund Client Compliance Program and SOX disclosure controls and procedures. The Service Provider assumes no responsibility under this Agreement for compliance by the Client with any Laws applicable to the Client. The Service Provider is not, under this Agreement, (i) acting as, and is not required to take any action that would require licensing or registration as, a fiduciary, an investment adviser, a certified public accountant, or a broker or dealer; or (ii) providing investment, legal or tax advice to the Client or any other Person or acting as the FundClient’s independent accountants or auditors. Nothing in this Agreement will oblige either Party to take any action that will breach any Law applicable to such Party, or to omit to take an action if such omission will breach any such Law.