Common use of Representations, Warranties and Covenants of Agent Clause in Contracts

Representations, Warranties and Covenants of Agent. Agent represents, warrants and covenants to Client that: (a) Agent is a Massachusetts corporation organized and validly existing under the laws of its state of organization; (b) Agent is, and for the term of this Agreement shall remain, duly registered as a transfer agent under the Exchange Act; (c) subject to Section 7 hereof, during the term of this Agreement, Agent shall comply with its obligations as a transfer agent under the Exchange Act and the rules and regulations thereunder; and (d) assuming the accuracy of Client's representations and warranties and compliance by Client with its covenants hereunder, the execution and delivery of this Agreement, and the performance by Agent of its obligations in accordance with this Agreement, 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 organizational documents of Agent, 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 Agent is a party or by which it is bound. This Agreement has been duly authorized, executed and delivered by Agent and is enforceable against Agent 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. (e) Agent undertakes to comply with all applicable requirements of the Securities Laws, including the Investment Company Act of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934, as each may be amended, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by Agent hereunder. Except as specifically set forth herein, Agent assumes no responsibility for such compliance by the Fund or any other entity. (f) The books and records pertaining to the Client, which are in the possession or under the control of Agent, shall be the property of the Client. Such books and records shall be prepared and maintained as required by the Investment Company Act of 1940, the Internal Revenue Code of 1986 and other applicable securities laws, rules and regulations. The Client shall have access to such books and records at all times during Agent's normal business hours upon reasonable advance notice. Upon the reasonable request of the Client, copies of any such books and records shall be provided by Agent to the Client or Client's Authorized Person, at the Client's expense. Agent shall keep the following records for the Client: all books and records as are customarily maintained by the transfer agent for a registered investment company.