Common use of Delivery of Organizational Documents Clause in Contracts

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunder, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund (in each of such cases collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee or agent.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunder, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund (in each of such cases collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee or employee, agent.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and, its Manager and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund and the Manager who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the FundFund and the Manager; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund and the Manager (in each of such cases collectively, the “"Authorized Persons” " and individually, an “"Authorized Person”"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund Manager designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund or the Manager will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund Fund, the Manager or the Investment Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, agent or agentManager.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: , a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and, its Manager and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund and the Manager who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the FundFund and the Manager; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund and the Manager (in each of such cases collectively, the “"Authorized Persons” " and individually, an “"Authorized Person”"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund Manager designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund or the Manager will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund Fund, the Manager or the Investment Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, agent or agentManager.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund Fund’s Board of managers, directors or trustees and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund (in each of such cases collectively, the “"Authorized Persons” " and individually, an “"Authorized Person”"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Treasurer or other officer of the Fund designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, or agent.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and its Manager and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund and the Manager who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the FundFund and the Manager; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund and the Manager (in each of such cases collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund Manager designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund or the Manager will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund or the Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, agent or agentManager.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: , a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and, its Manager and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund and the Manager who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the FundFund and the Manager; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund and the Manager (in each of such cases collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund Manager designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund or the Manager will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund Fund, the Manager or the Investment Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, agent or agentManager.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and, its Manager and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund and the Manager who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the FundFund and the Manager; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund and the Manager (in each of such cases collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund Manager designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund or the Manager will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund Fund, the Manager or the Investment Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, agent or agentManager.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document Declaration of Trust or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (andand , in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each The Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for following documentation: (1) the Custodian’s performance Prospectus; (2) Declaration of the services provided hereunder, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, Trust; (3) by-laws (or other similar agreement governing the Fund’s ' s operations), ; (4) resolutions, ; (5) the investment management or investment advisory agreement between the Fund and the Manager, ; (6) W-9s and other relevant tax-related documentation, ; and (7) compliance policies and procedures and other compliance documents, etcprocedures. In addition, each the Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund Fund's board of trustees (the "Board"), and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instructioninstruction , certificate or instrument on behalf of the Fund; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund (in each of such cases collectively, the “"Authorized Persons” " and individually, an “"Authorized Person”"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a the Fund will be deemed to authorize or permit any partner, managing member, directorany, trustee, officer, employee or agent of the Fund or the Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee or agent.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: a Fund’s Offering MemorandumProspectus, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and, its Manager and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund and the Manager who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the FundFund and the Manager; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund and the Manager (in each of such cases collectively, the “"Authorized Persons” " and individually, an “"Authorized Person”"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund Manager designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund or the Manager will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund Fund, the Manager or the Investment Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, agent or agentManager.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document Declaration of Trust or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each The Fund agrees to provide the Custodian, upon reasonable request, the following documentation regarding : (1) the Fund necessary for the Custodian’s performance Prospectus; (2) Declaration of the services provided hereunder, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, Trust; (3) by-laws (or other similar agreement governing the Fund’s operations), ; (4) resolutions, ; (5) the investment management or investment advisory agreement between the Fund and the Manager, ; (6) W-9s and other relevant tax-related documentation, ; and (7) compliance policies and procedures and other compliance documents, etcprocedures. In addition, each the Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund Fund’s board of trustees (the “Board”), and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund (in each of such cases collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a the Fund will be deemed to authorize or permit any partner, managing member, directorany, trustee, officer, employee or agent of the Fund or the Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee or agent.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: , a Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the ManagerPartner, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and, its Partner and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund and the Partner who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the FundFund and the Partner; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund and the Partner (in each of such cases collectively, the “"Authorized Persons” " and individually, an “"Authorized Person”"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund Partner designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund or the Partner will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund Fund, the Partner or the Investment Manager to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, agent or agentPartner.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) that its execution does not violate any of the provisions of its Organizational Document respective charter, articles of incorporation, partnership agreement, declaration of trust, articles of association or other agreement governing its operations; (b) bylaws, that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; , and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: a Fund’s Offering Memorandum, Organizational Documentcertificates of incorporation or trust, by-laws (or other similar agreement governing the Fund’s operations)laws, resolutions, the investment management or investment advisory agreement between the Fund and the Managerregistration statements, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund its Board of Directors or Trustees and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, officers or employees and/or agents of the each such Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the each Fund; , and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the each Fund (in each of such both cases collectively, the “"Authorized Persons” " and individually, an “"Authorized Person”"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Treasurer or other officer of the Fund designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee employee, or agent of the such Fund to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee or agent.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document Documents or other agreement agreements governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the Funds, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time). Each Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s 's performance of the services provided hereunder, including, by way of example: a Fund’s Offering Memorandum, Organizational Document, by-laws Documents (or other similar agreement governing the Fund’s operations), resolutions, registration statement, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(sresolution(s) of the Fund and its Board of Directors and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, directordirectors, officers, employees and/or agents of the Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund (in each of such cases collectively, the “Authorized Persons” and individually, an “Authorized Person”). Such Resolutions resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a Fund will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund to withdraw any of the Assets of such Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee or agent.

Delivery of Organizational Documents. Each of the parties to this Agreement represents that: (a) its execution does not violate any of the provisions of its Organizational Document or other agreement governing its operations; (b) that all required corporate or organizational action to authorize the execution and delivery of this Agreement has been taken; and (c) that the person signing this Agreement is authorized to bind such party (and, in the case of the FundsFund, that the person signing this Agreement is authorized to bind each of the Funds listed on Appendix B, as such Appendix may be amended from time to time)Fund. Each The Fund agrees to provide the Custodian, upon reasonable request, documentation regarding the Fund necessary for the Custodian’s performance of the services provided hereunderFund, including, by way of example: a the Fund’s Offering Memorandum, Organizational Document, by-laws (or other similar agreement governing the Fund’s operations), resolutions, the investment management or investment advisory agreement between the Fund and the Manager, W-9s and other tax-related documentation, compliance policies and procedures and other compliance documents, etc. In addition, each the Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of the Fund and, its Manager and all amendments or supplements thereto, properly certified or authenticated, designating certain partners, managing members, director, officers, employees and/or agents of the Fund and the Manager who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the FundFund and the Manager; and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of the Fund and the Manager (in each of such cases collectively, the “"Authorized Persons” " and individually, an “"Authorized Person”"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary; provided, however, that the Custodian may rely upon any written designation furnished by the Fund Manager designating persons authorized to countersign or confirm Special Instructions (as provided in Section 2(b)). Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such person shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obligation to inquire into the right of the person giving such Instructions or Special Instructions to do so. Notwithstanding any of the foregoing, no Instructions or Special Instructions received by the Custodian from a the Fund or the Manager will be deemed to authorize or permit any partner, managing member, director, trustee, officer, employee or agent of the Fund Fund, the Manager or the Investment Manager to withdraw any of the Assets of such the Fund upon the mere receipt of such authorization, Special Instructions or Instructions from such partner, managing member, director, trustee, officer, employee employee, agent or agentManager.