Common use of Representations, Warranties and Covenants of the Funds Clause in Contracts

Representations, Warranties and Covenants of the Funds. 3.01 Each Fund represents and warrants that: 3.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; 3.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; 3.01.03. no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at hxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to such Fund. 3.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect its business or financial condition; 3.01.05. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations; 3.01.06. it has a valid engagement with an independent auditor, custodian and prime broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.07. it has notified the Administrator of any and all separate agreements between a Fund and any third party that could have an impact on the Administrator’s performance of its obligations pursuant to this Agreement; and 3.01.08. it has disclosed the terms of any agreement between a Fund or its sponsor and an investor regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services. 3.02 Each Fund covenants and agrees that: 3.02.01. it will furnish the Administrator from time to time with copies, authenticated or certified, of its Organizational Documents, a current version of the applicable Offering Memorandum and with any other information or documents, including Fund Data, that the Administrator may reasonably request; 3.02.02. it shall timely perform all obligations identified in this Agreement as obligations of such Fund, including, without limitation, providing the Administrator with all Fund Data and Organizational Documents reasonably requested by the Administrator; 3.02.03. it will notify the Administrator as soon as reasonably practical in advance of any matter which could materially affect the Administrator’s performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 above; 3.02.04. it will promptly notify the Administrator in the event that a Fund’s investment strategy materially changes from the strategy adopted by such Fund as of the Effective Date; 3.02.05. any reference to the Administrator or this Agreement in an Offering Memorandum shall be limited solely to the description provided by the Administrator in writing from time to time or such other description as the parties shall mutually agree in advance and in writing; 3.02.06. except as otherwise provided by applicable law, it shall be solely responsible for its compliance with applicable investment policies, the Offering Memorandum, and any laws and regulations governing the manner in which its assets may be invested, and shall be solely responsible for any losses attributable to non-compliance with the Offering Memorandum, any applicable policies, laws and regulations governing such Fund, its activities or the duties, actions or omissions of the Investment Manager; and 3.02.07. it will promptly notify the Administrator in the event of any changes to the representations and warranties made hereunder.

Representations, Warranties and Covenants of the Funds. 3.01 Each Fund represents and warrants that: 3.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; 3.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; 3.01.03. no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at hxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to such Fund.. SEI – 144089v4 3.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect its business or financial condition; 3.01.05. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations; 3.01.06. it has a valid engagement with an independent auditor, custodian and prime broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.07. it has notified the Administrator of any and all separate agreements between a Fund and any third party that could have an impact on the Administrator’s performance of its obligations pursuant to this Agreement; and 3.01.08. it has disclosed the terms of any agreement between a Fund or its sponsor and an investor regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services. 3.02 Each Fund covenants and agrees that: 3.02.01. it will furnish the Administrator from time to time with copies, authenticated or certified, of its Organizational Documents, a current version of the applicable Offering Memorandum and with any other information or documents, including Fund Data, that the Administrator may reasonably request; 3.02.02. it shall timely perform all obligations identified in this Agreement as obligations of such Fund, including, without limitation, providing the Administrator with all Fund Data and Organizational Documents reasonably requested by the Administrator; 3.02.03. it will notify the Administrator as soon as reasonably practical in advance of any matter which could materially affect the Administrator’s performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 above; 3.02.04. it will promptly notify the Administrator in the event that a Fund’s investment strategy materially changes from the strategy adopted by such Fund as of the Effective Date; 3.02.05. any reference to the Administrator or this Agreement in an Offering Memorandum shall be limited solely to the description provided by the Administrator in writing from time to time or such other description as the parties shall mutually agree in advance and in writing; 3.02.06. except as otherwise provided by applicable law, it shall be solely responsible for its compliance with applicable investment policies, the Offering Memorandum, and any laws and regulations governing the manner in which its assets may be invested, and shall be solely responsible for any losses attributable to non-compliance with the Offering Memorandum, any applicable policies, laws and regulations governing such Fund, its activities or the duties, actions or omissions of the Investment Manager; andand SEI – 144089v4 3.02.07. it will promptly notify the Administrator in the event of any changes to the representations and warranties made hereunder.