Common use of Representations and Warranties of Customer Clause in Contracts

Representations and Warranties of Customer. Customer represents and warrants to PIMSS and any of its agents (including Mellon, which is specifically entitled to rely upon such representations) that: (a) the common shares issued and outstanding on the date hereof (other than the common shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization of the Customer) have been duly authorized, validly issued and are fully paid and are non-assessable; and any common shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (b) the common shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended (the "Securities Act"), and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or are exempt from such registration; (c) any common shares to be issued hereunder, when issued shall have been duly registered under the Securities Act, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration; (d) the Customer has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the common shares issued and outstanding on the date hereof; (e) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the common shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Agreement and Declaration of Trust or the By-Laws of the Customer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Customer is a party or by which it is bound; and this Agreement is enforceable against the Customer in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (f) the Customer agrees to provide to PIMSS and Mellon, on or before the Effective Date, the documentation and notifications listed in Exhibit C to the Sub-Transfer Agency Agreement.

Representations and Warranties of Customer. Customer represents and warrants to PIMSS and any of its agents (including Mellon, which is specifically entitled to rely upon such representations) that: (a) Customer is a _______ duly organized, validly existing and in good standing under the common shares issued and outstanding on the date hereof (other than the common shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization laws of the Customer) state of _________. Customer is duly qualified as a foreign limited liability company in all jurisdictions in which the failure to so qualify would have been duly authorized, validly issued and are fully paid and are non-assessable; a material adverse effect on Customer and any common shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable;subsidiaries taken as a whole. (b) This Agreement and the common shares issued and outstanding on the date hereof transactions contemplated hereby have been duly and validly authorized by Customer and constitute a valid and binding agreement of Customer, enforceable in accordance with their respective terms, except to the extent that (i) enforcement of each of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. (c) Customer understands that the Common Stock issuable hereunder are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the "“Securities Act")”) or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such registration has become effective, Securities in violation of the Securities Act or any applicable state securities law. Customer is acquiring the Common Stock hereunder in the ordinary course of its business. Customer further acknowledges and understands that the Common Stock issuable hereunder must be held indefinitely unless they are exempt from such registration; and have been duly subsequently registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or are exempt an exemption from such registration;registration is available. (cd) any common shares to be issued hereunder, when issued shall have been duly registered Customer is an “accredited investor” as defined in Regulation D promulgated under the Securities Act, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration; (d) the Customer has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the common shares issued and outstanding on the date hereof;. (e) Customer, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the execution merits and delivery risks of this Agreementthe prospective investment in the Common Stock, and has so evaluated the issuance merits and any subsequent transfer risks of such investment. Customer acknowledges receipt of the common shares hereunder, do not Company’s most recent quarterly report on Form 10-Q filed with the Securities and will not conflict with, violate, or result in a breach of, Exchange Commission (which report is also available at xxxx://xxx.xxx.xxx) and has reviewed the terms, conditions or provisions of, or constitute a default under, the Agreement risk factors and Declaration of Trust or the By-Laws of the Customer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the other matters described therein. Customer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a party or by which it is bound; and this Agreement is enforceable against the Customer in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement complete loss of creditors' rights generally; andsuch investment. (f) Customer is not acquiring the Customer agrees to provide to PIMSS and MellonCommon Stock issuable hereunder as a result of any advertisement, on article, notice or before other communication regarding the Effective DateCommon Stock published in any newspaper, the documentation and notifications listed in Exhibit C to the Sub-Transfer Agency Agreementmagazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Representations and Warranties of Customer. Customer represents and warrants to PIMSS and any of its agents (including Mellon, which is specifically entitled to rely upon such representations) that: (a) the common shares Shares issued and outstanding on the date hereof (other than the common shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization of the CustomerTrust) have been duly authorized, validly issued and are fully paid and are non-assessable; and any common shares Shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (b) the common shares Shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended (the "Securities Act"), and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or are exempt from such registration; (c) any common shares Shares to be issued hereunder, when issued shall have been duly registered under the Securities Act, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration; (d) the Customer Trust has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the common shares Shares issued and outstanding on the date hereof; (e) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the common shares Shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Agreement and Declaration of Trust charter or the By-Laws by- laws of the CustomerTrust, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Customer Trust is a party or by which it is bound; and this Agreement is enforceable against the Customer Trust in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (f) the Customer Trust agrees to provide to PIMSS and Mellon, on or before the Effective Date, the documentation and notifications listed in Exhibit C to the Sub-Transfer Agency AgreementEXHIBIT B hereto.

Representations and Warranties of Customer. CUSTOMER AGREES NOT TO POST OR TRANSMIT ANY UNLAWFUL, HARMFUL, THREATENING, ABUSIVE, HARASSING, DEFAMATORY, VULGAR, OBSCENE, PROFANE, HATEFUL, FRAUDULENT, LIBELOUS, PORNOGRAPHIC, RACIALLY, ETHNICALLY OR OTHERWISE OBJECTIONABLE MATERIAL OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY MATERIAL WHICH ENCOURAGES CONDUCT THAT WOULD CONSTITUTE A CRIMINAL OFFENSE, VIOLATE THE RIGHTS OF OTHERS, OR OTHERWISE VIOLATE ANY APPLICABLE LOCAL, STATE, NATIONAL OR INTERNATIONAL LAW ("PROHIBITED MATERIAL"). Company reserves the right to terminate access to the Customer’s Programming, if Company, in its sole discretion, determines that such Programming is in violation of this Agreement, unlawful or inappropriate as described above. Notwithstanding the above, Company has no obligation to monitor any material posted through the Platform or Marketplace. Any liability for any such inappropriate or unlawful material posted by Company shall be Company’s.Customer hereby represents and warrants to PIMSS and any of its agents (including Mellon, which is specifically entitled to rely upon such representations) that: : (a) the common shares issued and outstanding Programming does not infringe on the date hereof (other than the common shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization intellectual property rights of the Customer) have been duly authorized, validly issued and are fully paid and are non-assessableany third party; and any common shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (b) the common shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended (the "Securities Act"), and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or are exempt from such registration; (c) any common shares to be issued hereunder, when issued shall have been duly registered under the Securities Act, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration; (d) the Customer has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the common shares issued and outstanding on the date hereof; (e) the execution and delivery performance of this Agreement, and the issuance and any subsequent transfer of the common shares hereunder, do Agreement does not and will not conflict with, violate, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Agreement and Declaration of Trust or the By-Laws of the Customer, interfere with any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, other agreement or undertaking to which the Customer is a party or by which it is bounda party; (c) it has all right, power, and authority to enter into and perform this Agreement; (d) it will not enter into any Agreement is enforceable against the Customer in accordance that will interfere with its termsobligations hereunder or its performance of any of the terms and provisions hereof; (e) Customer has and will continue to have terms of use that contain provisions explaining the inherent danger of the activities performed in the Programming, except as may be limited by bankruptcylimiting Customer’s and Company’s liability for bodily harm, insolvencydeath, moratoriumor property damage, reorganization and other similar laws affecting such terms customary relating to the enforcement types of creditors' rights generallyactivities in the Programming; and (f) Customer has the required skill, experience, and qualifications to offer the activities appearing in the Programming; (g) Customer agrees is the owner of all copyright and other Intellectual Property Rights (as defined below) in the Programming necessary to provide to PIMSS and Mellon, on or before grant the Effective Date, the documentation and notifications listed rights granted in Exhibit C to the Sub-Transfer Agency this Agreement.

Representations and Warranties of Customer. Customer represents and warrants to PIMSS and any of its agents (including MellonAST, which is specifically entitled to rely upon such representations) that: (a) the common shares issued and outstanding on the date hereof (other than the common shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization of the Customer) have been duly authorized, validly issued and are fully paid and are non-assessable; and any common shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (b) the common shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended (the "Securities Act"), and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or are exempt from such registration; (c) any common shares to be issued hereunder, when issued shall have been duly registered under the Securities Act, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration; (d) the Customer has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the common shares issued and outstanding on the date hereof; (e) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the common shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Agreement and Declaration of Trust or the By-Laws of the Customer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Customer is a party or by which it is bound; and this Agreement is enforceable against the Customer in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (f) the Customer agrees to provide to PIMSS and MellonAST, on or before the Effective Date, the documentation and notifications listed in Exhibit C to the Sub-Transfer Agency Agreement.

Representations and Warranties of Customer. Customer represents and warrants to PIMSS and any of its agents (including MellonMellon Investor Services LLC, which is specifically entitled to rely upon such representations) that: (a) the common shares of the Trust issued and outstanding on the date hereof (other than the common shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization of the Customer) have been duly authorized, validly issued and are fully paid and are non-assessable; and any common shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; ; (b) the common shares (other than shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization of the Customer) issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended (the "Securities Act")amended, and such registration has become effective, or such shares are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, or are exempt from such registration; ; (c) any common shares to be issued hereunder, when issued shall have been duly registered under the Securities ActAct of 1933, as amended, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Securities Exchange ActAct of 1934, as amended, or shall be exempt from such registration; ; (d) the Customer has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the common shares issued and outstanding on the date hereof; ; (e) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the common shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Agreement and Declaration of Trust or the By-Laws of the Customer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Customer is a party or by which it is bound; (f) the execution and delivery of this Agreement does not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Declaration of Trust or the By-Laws of Customer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which Customer is a party or by which it is bound; and this Agreement is enforceable against the Customer in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and and (fh) the Customer agrees to provide to PIMSS and Mellon, on or before the Effective Date, the such documentation and notifications listed in Exhibit C to the Sub-Transfer Agency Agreementas PIMSS shall reasonably request.

Representations and Warranties of Customer. Customer represents and warrants to PIMSS SWBT that as of the date of each Schedule and any of its agents (including Mellon, which is specifically entitled to rely upon such representations) thatAcceptance Date: (a) Customer has adequate power and capacity to enter into the common shares issued Lease Agreement, the Schedule, the Certificate of Acceptance and outstanding on the date hereof (any other than the common shares issued documents required to Pioneer Investment Management, Inc. be delivered in connection with this Lease Agreement (collectively, the initial capitalization ''Documents''); Customer's execution, delivery and performance of the Customer) Documents have been duly authorizedauthorized by all necessary corporate or partnership action and constitute valid, validly issued legal and binding agreements, enforceable in accordance with their terms; there are fully paid no proceedings presently pending or threatened against Customer which will impair its ability to perform under the Lease Agreement; Customer's exact legal name, location of its chief executive office, and state of incorporation (if Customer is a corporation) or state of organization (if Customer is a registered organization) are non-assessabletrue and complete as written on page1 of this Lease Agreement; and any common shares all information supplied to be issued hereunderSWBT by Customer is complete, when issued, shall have been duly authorized, validly issued accurate and fully paid and will be non-assessable;not materially misleading. (b) Customer's entering into the common shares issued Lease Agreement and outstanding on leasing the date hereof have been duly registered under the Securities Act of 1933Equipment and financing any Fees hereunder does not and will not: (i) violate any judgment, as amended (the "Securities Act"), and such registration has become effectiveorder or law applicable to Customer, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act")any other agreement entered into by Customer with its creditors or any other party, or are exempt from such registration;Customer's certificate of incorporation or bylaws (if Customer is a corporation) or Customer's partnership agreement or certificate of partnership (if Customer is a partnership); or (ii) result in the creation of any lien, security interest or other encumbrance upon the equipment or this Lease Agreement. (c) All financial data of Customer, or of any common shares consolidated group of companies of which Customer is a member ("Customer Group"), delivered to be issued hereunder, when issued shall SWBT now or in the future have been duly registered under and will be prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the Securities Act, financial position and such registration shall have become effective or shall be exempt results from such registration; and shall have been duly registered under the Exchange Actoperations of Customer, or shall be exempt from such registration;of the Customer Group, as of the stated date and period(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Customer or of the Customer Group. (d) If Customer is a corporation or partnership, it is and will be validly existing and in good standing under the Customer has paid or caused to be paid all taxes, if any, that were payable upon or in respect laws of the original issuance state of its incorporation or formation; and Customer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the common shares issued character of its properties or the nature of its business or the performance of its obligations under this Lease Agreement requires such qualification; the persons signing the Documents are acting with the full authority of its board of directors or partners (if Customer is a partnership) and outstanding on hold the date hereof;offices indicated below their signatures, which are genuine. (e) the execution The Equipment and delivery of this Agreement, and the issuance and any subsequent transfer of the common shares hereunder, do Software shall only be used in Customer's trade or business in accordance with applicable law. Customer has not and will not conflict with, violate, take any action or result maintain any position inconsistent with treating this Lease Agreement as creating a valid leasehold interest in a breach of, the terms, conditions or provisions of, or constitute a default under, the Agreement and Declaration of Trust or the By-Laws of the Customer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Customer is a party or by which it is bound; and this Agreement is enforceable against the Customer in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (f) the Customer agrees to provide to PIMSS and Mellon, on or before the Effective Date, the documentation and notifications listed in Exhibit C to the Sub-Transfer Agency AgreementEquipment.

Representations and Warranties of Customer. The Customer hereby represents and warrants to PIMSS and any of its agents (including Mellonwarrants, which is specifically entitled representations and warranties shall be continuing and shall be deemed to rely be reaffirmed upon such representations) each giving of Instructions by the Customer, that: (a) It is duly organized and existing under the common shares issued and outstanding on the date hereof (other than the common shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization laws of the Customer) have been duly authorizedjurisdiction of its organization, validly issued with full power to carry on its business as now conducted, to enter into this Agreement and are fully paid and are non-assessable; and any common shares to be issued perform its obligations hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (b) the common shares issued and outstanding on the date hereof have This Agreement has been duly registered under authorized, executed and delivered by the Securities Act Customer, has been approved by a resolution of 1933, as amended (the "Securities Act"), its board and such registration has become effective, or are exempt from such registration; constitutes a valid and have been duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or are exempt from such registration; (c) any common shares to be issued hereunder, when issued shall have been duly registered under the Securities Act, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration; (d) the Customer has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the common shares issued and outstanding on the date hereof; (e) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the common shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Agreement and Declaration of Trust or the By-Laws legally binding obligation of the Customer, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Customer is a party or by which it is bound; and this Agreement is enforceable against the Customer in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement; (c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; (d) It will not use the services provided by the Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Customer; (e) Its board or its foreign custody manager, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the “‘40 Act”), has determined that use of each Subcustodian (including any Replacement Subcustodian) which the Custodian is authorized to utilize in accordance with this Agreement satisfies the applicable requirements of the ‘40 Act and Rule 17f-5 thereunder; (f) The Customer or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the ‘40 Act; (g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions to the Custodian, shall safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of its particular needs and circumstances and acknowledges and agrees that Instructions need not be reviewed by the Custodian, may conclusively be presumed by the Custodian without inquiry to have been given by person(s) duly authorized and may be acted upon as given; (h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Customer does not exceed the amount such Customer is permitted to borrow under the ‘40 Act; (i) Its transmission or giving of, and the Custodian acting upon and in reliance on, Instructions pursuant to this Agreement shall at all times comply with the ‘40 Act; (j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; (k) Either Customer owns the Securities in the Accounts free and clear of all liens, claims, security interests and encumbrances (except those granted herein) or, if the Securities in an Account are owned beneficially by others, Customer has the right to pledge such Securities to the extent necessary to secure Customer’s obligations hereunder, free of any right of redemption or prior claim by the beneficial owner. Custodian’s security interest pursuant to Section 5.4 hereof shall be a first lien and security interest subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any other party (other than specific liens granted preferred status by statute), and Customer shall take reasonable measures which may be required to assure Custodian of such priority and status, including notifying third parties or obtaining their consent to, Custodian’s security interest; (l) Customer has established or has contracted with a third party who has established and presently maintains an anti-money laundering program (the “Program”) reasonably designed to prevent the applicable Customer from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities, and is in compliance with the Program and all anti-money laundering laws, regulations and rules now or hereafter in effect that are applicable to it; (m) Customer or its third party service provider has or will verify the identity of each of its investors and documented the origin of the assets funding each investor’s account with the applicable Customer, and to the best of Customer’s actual knowledge, no investor has invested in Customer for money laundering or other illicit purposes; (n) Customer will not knowingly use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to Customer, and it will not include in any printed manner nor make any other statement or representation regarding Custodian’s services under this Agreement except as may specifically provided herein or as required pursuant to the ‘40 Act; (o) Except as previously disclosed to Custodian, Customer is not (i) an employee benefit plan (hereinafter, an “ERISA Plan”), as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a “plan” to which Section 4975 of the Internal Revenue Code of 1986, as amended, (the “Code”) applies, (iii) an entity whose underlying assets include the assets of any such “employee benefit plan” or “plan” by reason of ERISA or the regulation issued by the U. S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the U.S. Code of Federal Regulations, as modified by Section 3(42) of ERISA, or otherwise for purposes of Section 406 of ERISA or Section 4975 of the Code, (iv) a “benefit plan investor” as such term is otherwise defined in any regulations promulgated by the U.S. Department of Labor under Section 3(42) of ERISA; (p) In giving any instructions, which purport to be limited by bankruptcyWritten Instructions under this Agreement, insolvencyCustomer or any Authorized Person on behalf of Customer shall have the power and authority to give such Written Instructions, moratorium, reorganization all such instructions shall be in accordance with the documents establishing Customer and other similar any related laws affecting and regulations applicable to Customer or its Authorized Persons and no such instructions or transaction entered into hereunder shall cause or result in a “prohibited transaction” under ERISA or Section 4975 of the enforcement of creditors' rights generallyCode; and (fq) Customer acknowledges that the Customer representations and warranties in this Agreement are continuing in nature and agrees to provide to PIMSS notify the Custodian promptly in the event any of the Customer’s representations are no longer accurate and Mellon, on or before the Effective Date, the documentation and notifications listed in Exhibit C to the Sub-Transfer Agency Agreementcomplete.

Representations and Warranties of Customer. Customer represents and warrants to PIMSS and any of its agents (including Mellon, which is specifically entitled to rely upon such representations) that: (a) the common shares Shares issued and outstanding on the date hereof (other than the common shares issued to Pioneer Investment Management, Inc. in connection with the initial capitalization of the CustomerTrust) have been duly authorized, validly issued and are fully paid and are non-assessable; and any common shares Shares to be issued hereunder, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable; (b) the common shares Shares issued and outstanding on the date hereof have been duly registered under the Securities Act of 1933, as amended (the "Securities Act"), and such registration has become effective, or are exempt from such registration; and have been duly registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or are exempt from such registration; (c) any common shares Shares to be issued hereunder, when issued shall have been duly registered under the Securities Act, and such registration shall have become effective or shall be exempt from such registration; and shall have been duly registered under the Exchange Act, or shall be exempt from such registration; (d) the Customer Trust has paid or caused to be paid all taxes, if any, that were payable upon or in respect of the original issuance of the common shares Shares issued and outstanding on the date hereof; (e) the execution and delivery of this Agreement, and the issuance and any subsequent transfer of the common shares Shares hereunder, do not and will not conflict with, violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Agreement and Declaration of Trust charter or the Byby-Laws laws of the CustomerTrust, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Customer Trust is a party or by which it is bound; and this Agreement is enforceable against the Customer Trust in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally; and (f) the Customer Trust agrees to provide to PIMSS and Mellon, on or before the Effective Date, the documentation and notifications listed in Exhibit C to the Sub-Transfer Agency AgreementB hereto.