Representations and Warranties of the Fund. The Fund represents and warrants to Price Associates that:
1. It is a corporation or business trust, as the case may be, duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be.
2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws and all required proceedings have been taken to authorize it to enter into and perform this Agreement.
Representations and Warranties of the Fund. The Fund represents and warrants to MSDW TRUST that:
4.1 It is a corporation duly organized and existing and in good standing under the laws of Delaware or Maryland or a trust duly organized and existing and in good standing under the laws of Massachusetts, as the case may be.
4.2 It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and under its By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings necessary to authorize it to enter into and perform this Agreement have been taken.
4.4 It is an investment company registered with the SEC under the Investment Company Act of 1940, as amended (the "1940 Act").
4.5 A registration statement under the Securities Act of 1933 (the "1933 Act") is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.
Representations and Warranties of the Fund. The Fund represents and warrants to RPS that:
1. It is a corporation duly organized and existing and in good standing under the laws of Maryland.
2. It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement.
3. All proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement.
4. It is an investment company registered under the Investment Company Act of 1940 (the “’40 Act”).
5. A registration statement under the Securities Act of 1933 (the “’33 Act”) is currently effective and will remain effective, and appropriate state securities law filing have been made and will continue to be made, with respect to all shares of the Fund being offered for sale.
Representations and Warranties of the Fund. The Fund hereby represents and warrants to the Custodian, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(b) This Agreement has been duly authorized, executed and delivered by the Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
(c) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with all applicable laws of the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series 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 Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, 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 Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Representations and Warranties of the Fund. The Fund represents and warrants to ALPS that:
(a) It is a trust duly organized and existing and in good standing under the laws of the state of Delaware and is registered with the SEC as an open-end non-diversified management investment company.
(b) It is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement.
(c) The Board of Trustees of the Fund has duly authorized it to enter into and perform this Agreement.
(d) Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of ALPS hereunder without the prior written approval or ALPS, which approval shall not be unreasonably withheld or delayed.
Representations and Warranties of the Fund. The Fund represents and warrants to the Transfer Agent that:
4.01 It is a statutory trust duly organized and existing and in good standing under the laws of Delaware.
4.02 It is empowered under applicable laws and by its Agreement and Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Agreement and Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.
4.04 It is a management investment company registered under the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933, as amended on behalf of each of the Portfolios is currently effective and will remain effective, with respect to all Shares of the Fund being offered for sale.
Representations and Warranties of the Fund. Each Fund represents and warrants to the Transfer Agent that:
5.1 It is an entity duly organized and existing and in good standing under the laws of the applicable state in which it was organized.
5.2 It is empowered under Applicable Law and by its organizational documents to enter into and perform this Agreement.
5.3 All corporate proceedings required by its organizational documents have been taken to authorize it to enter into and perform this Agreement.
5.4 It is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) or, with respect to Funds that are Collective Trusts, a collective investment fund exempt from registration under the 1940 Act.
5.5 It is in compliance with federal securities law requirements in all material respects with respect to its business.
5.6 With respect to Funds other than the Collective Trusts, a registration statement under the Securities Act of 1933, as amended (the “1933 Act”) is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.
5.7 With respect to Funds that are Collective Trusts, these Funds were each formed by declaration of trust filed with the Pennsylvania Department of Banking.
Representations and Warranties of the Fund. The Fund represents and warrants to Price Services that:
1. It is a corporation or business trust duly organized and existing and in good standing under the laws of Maryland or Massachusetts, as the case may be;
2. It is empowered under applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws to enter into and perform this Agreement;
3. All proceedings required by said Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws have been taken to authorize it to enter into and perform this Agreement;
4. It is an investment company registered under the ’40 Act; and
5. A registration statement under the Securities Act of 1933 (“the ‘33 Act”) is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.
Representations and Warranties of the Fund. The Fund represents and warrants to the Transfer Agent that:
5.1 It is a trust or corporation duly organized and existing and in good standing under the laws of the state of its organization as set forth on Schedule A.
5.2 It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.
5.3 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
5.4 It is an open-end management investment company registered with the U.S. Securities and Exchange Commission under the 1940 Act.
5.5 A registration statement under the Securities Act of 1933, as amended, is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale by the Fund. The Fund will notify the Transfer Agent promptly if any of the representations and warranties above ceases to be true.
