Common use of Client Representations and Acknowledgements Clause in Contracts

Client Representations and Acknowledgements. 9.01 As of the date hereof and for the term of the Agreement: (a) the Advisor represents that it has authority to appoint the Manager to deal with the Portfolio in accordance with the terms of this Agreement; (b) the Client and the Advisor each represents that this Agreement, including without limitation the Investment Guidelines, does not violate, and includes the applicable requirements of, any law, rule or obligation to which the Advisor or the Client, respectively, or the Portfolio is subject; (c) the Client represents that the Portfolio does not contain assets of any employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Client is not an employee benefit plan subject to ERISA, and the Client is not entering into this Agreement in a fiduciary capacity under ERISA; (d) the Client represents that it intends to qualify as a “qualified purchaser” within the meaning of Section 2(a)(51) of the 40 Act, and a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act of 1933, as amended, and will notify the Manager in writing, pursuant to Section 16.02 of this Agreement, at such time Client can provide such representations; (e) the Client represents that it is not an investment company as defined by the 40 Act, and the Portfolio’s assets are not owned by an investment company as defined by the 40 Act; and (f) the Client represents that it is not a commodity pool under Section 1a(10) of the U.S. Commodity Exchange Act, as amended; and the Portfolio does not contain assets of any such issuer or pool. 9.02 The Client and the Advisor each agree to promptly advise the Manager in writing if any of the representations in this Section shall no longer be true. 9.03 The Client and the Advisor acknowledge that they have received, before or at the time of entering into this Agreement, a copy of the Manager's Disclosure Statement and Supplement (Form ADV, Part 2A Firm Brochure and Form ADV, Part 2B Brochure Supplement).

Client Representations and Acknowledgements. 9.01 As of the date hereof and for the term of the Agreement: (a) the Advisor represents that it has authority to appoint the Manager to deal with the Portfolio in accordance with the terms of this Agreement; (b) the Client and the Advisor each represents that this Agreement, including without limitation the Investment Guidelines, does not violate, and includes the applicable requirements of, any law, rule or obligation to which the Advisor or the Client, respectively, or the Portfolio is subject; (c) the Client represents that the Portfolio does not contain assets of any employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Client is not an employee benefit plan subject to ERISA, and the Client is not entering into this Agreement in a fiduciary capacity under ERISA;; ACTIVE\1602183157.1 (d) the Client represents that it intends to qualify as a “qualified purchaser” within the meaning of Section 2(a)(51) of the 40 Act, and a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act of 1933, as amended, and will notify the Manager in writing, pursuant to Section 16.02 of this Agreement, at such time Client can provide such representations; (e) the Client represents that it is not an investment company as defined by the 40 Act, and the Portfolio’s assets are not owned by an investment company as defined by the 40 Act; and (f) the Client represents that it is not a commodity pool under Section 1a(10) of the U.S. Commodity Exchange Act, as amended; and the Portfolio does not contain assets of any such issuer or pool. 9.02 The Client and the Advisor each agree to promptly advise the Manager in writing if any of the representations in this Section shall no longer be true. 9.03 The Client and the Advisor acknowledge that they have received, before or at the time of entering into this Agreement, a copy of the Manager's Disclosure Statement and Supplement (Form ADV, Part 2A Firm Brochure and Form ADV, Part 2B Brochure Supplement).