Common use of Representations and Warranties of Each Fund Clause in Contracts

Representations and Warranties of Each Fund. Each Fund represents and warrants the following: A. The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. B. The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement. C. There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s ability to perform its obligations under this Agreement. The Fund’s performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law. D. The Fund will use commercially reasonable efforts to ensure that Mellon has sufficient access to the Fund’s service providers, brokers, Independent Accountant and other authorized agents (each a “Fund Agent”), and related parties of any of them, in order to obtain the information Mellon will need to perform the Services; provided that, Mellon shall bear no liability with respect to such Fund Agent information to which Mellon had no access. E. To the best of the Fund’s knowledge, all the information relating to the Fund given to Mellon in connection with the transactions contemplated by this Agreement is full, complete and accurate, and Mellon may reasonably rely on such information until it receives written notice from or on behalf of the Fund of any changes to such information. F. The Fund has provided Mellon with a current list of all approved independent pricing, fair value information, and other data information vendors that are to be used by Mellon in rendering the Services, as set forth in Schedule D to this Agreement, and the Fund will promptly reflect any changes to such list in a revised Schedule D. G. The Fund has appropriate procedures and agreements in place to protect the confidentiality of any non-public portfolio holdings information of the Fund that the Fund or its agents direct Mellon to disclose or transmit to third parties before the Fund publicly discloses such information.

Representations and Warranties of Each Fund. Each Fund represents and warrants the following: A. The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. B. The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement. C. There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s 's ability to perform its obligations under this Agreement. The Fund’s 's performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law. D. The Fund will use commercially reasonable efforts to ensure that Mellon has sufficient access to the Fund’s 's service providers, brokers, Independent Accountant and other authorized agents (each a “"Fund Agent”"), and related parties of any of them, in order to obtain the information Mellon will need to perform the Services; provided that, Mellon shall bear no liability with respect to such Fund Agent information to which Mellon had no access. E. To the best of the Fund’s 's knowledge, all the information relating to the Fund given to Mellon in connection with the transactions contemplated by this Agreement is full, complete and accurate, and Mellon may reasonably rely on such information until it receives written notice from or on behalf of the Fund of any changes to such information. F. The Fund has provided Mellon with a current list of all approved independent pricing, fair value information, and other data information vendors that are to be used by Mellon in rendering the Services, as set forth in Schedule D to this Agreement, and the Fund will promptly reflect any changes to such list in a revised Schedule D. G. The Fund has appropriate procedures and agreements in place to protect the confidentiality of any non-public portfolio holdings information of the Fund that the Fund or its agents direct Mellon to disclose or transmit to third parties before the Fund publicly discloses such information. H. The Fund has the requisite amount and scope of fidelity bond coverage required by Rule 17g-1 under the 1940 Act, and has directors' and officers' errors and omissions insurance coverage.

Representations and Warranties of Each Fund. Each Fund represents and warrants the following: A. The Fund is duly organized and validly existing, in good standing under the laws of the jurisdiction of its organization, and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification. B. The Fund has requisite authority and power under its organizational documents and applicable law to execute, deliver, consummate and perform this Agreement; this Agreement is legally valid, binding and enforceable against the Fund; and the Fund has all necessary registrations and/or licenses necessary to conduct the activities as described in the Registration Statement. C. There is no pending or threatened legal proceeding or regulatory action that would materially impair the Fund’s ability to perform its obligations under this Agreement. The Fund’s performance of its obligations under this Agreement will not conflict with or result in a breach of any terms or provisions of any agreement to which the Fund is a party or bound, and does not violate any applicable law. D. The Fund will use commercially reasonable efforts to ensure that Mellon has sufficient access to the Fund’s service providers, brokers, Independent Accountant and other authorized agents (each a “Fund Agent”), and related parties of any of them, in order to obtain the information Mellon will need to perform the Services; provided that, Mellon shall bear no liability with respect to such Fund Agent information to which Mellon had no access. E. To the best of the Fund’s knowledge, all the information relating to the Fund given to Mellon in connection with the transactions contemplated by this Agreement is full, complete and accurate, and Mellon may reasonably rely on such information until it receives written notice from or on behalf of the Fund of any changes to such information. F. The Fund has provided Mellon with a current list of all approved independent pricing, fair value information, and other data information vendors that are to be used by Mellon in rendering the Services, as set forth in Schedule D to this Agreement, and the Fund will promptly reflect any changes to such list in a revised Schedule D. G. The Fund has appropriate procedures and agreements in place to protect the confidentiality of any non-public portfolio holdings information of the Fund that the Fund or its agents direct Mellon to disclose or transmit to third parties before the Fund publicly discloses such information. H. The Fund has the requisite amount and scope of fidelity bond coverage required by Rule 17g-1 under the 1940 Act, and has directors’ and officers’ errors and omissions insurance coverage.