Common use of Client Responsibilities Clause in Contracts

Client Responsibilities. 3.1. The management and control of each Fund is vested exclusively in its Board of Trustees and its officers, subject to the terms and provisions of each Fund’s respective Governing Documents. The Board of a Fund and its officers will make all decisions, perform all management functions relating to the operation of the Fund and authorize all transactions. Without limiting the foregoing, the officers of a Fund shall: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund in its sole discretion. (b) Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and promptly inform SS&C of any errors it is in a position to identify. (c) Provide, or cause to be provided, and accept responsibility for, valuations of Fund’s assets and liabilities in accordance with Client’s written valuation policies. (d) Provide SS&C with timely and accurate information including trading and such Fund’s investor records, valuations and any other items required by SS&C in order to perform the Services and its duties and obligations hereunder. 3.2. The Services, including any services that involve price comparison to vendors and other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to Client and do not limit or modify Client’s responsibility for determining the value of such Fund’s assets and liabilities. 3.3. Each Client is solely and exclusively responsible for ensuring that it complies with Law and its Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. Client will notify SS&C in writing of any changes to its Governing Documents that may materially impact the Services and/or that affect Fund’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effect. SS&C is not responsible for monitoring Client’s compliance with (i) Law, (ii) its respective Governing Documents or (iii) any investment restrictions. 3.4. In the event that Market Data is supplied to or through SS&C Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by Client in connection with the Services and (ii) not be disseminated by Client or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither SS&C nor any Data Supplier shall be liable to Client or any other Person for any Losses with respect to Market Data, reliance by SS&C Associates or Client on Market Data or the provision of Market Data in connection with this Agreement. 3.5. Client shall promptly notify SS&C of any material Action against Fund that could reasonably impact Services or SS&C’s obligations under this Agreement. 3.6. Client shall deliver, and use its commercially reasonable efforts to procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons promptly deliver, to SS&C, all Client Data and the then most current version of all material Fund Governing Documents and any agreement between such Fund and Management reasonably related to the provision of the Services hereunder upon reasonable request by SS&C. SS&C will not be required to enter any agreements with that Person in order for SS&C to provide the Services. 3.7. SS&C Associates (i) shall be entitled, without further enquiry, for all purposes in relation to dealings with all Persons, to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature and howsoever received by SS&C Associates in good faith, in connection with the performance of the Services and its duties and obligations hereunder and (ii) shall not be responsible or liable to any Person for any Losses arising by virtue of any such information or communication not being authentic, complete and/or accurate. 3.8. Client’s obligations are several and not joint. 3.9. Notwithstanding anything in this Agreement to the contrary, if SS&C is in doubt as to any action it should or should not take in its provision of Services, SS&C Associates may request directions, advice or instructions from Fund, or as applicable, Management, custodian or other service providers. If SS&C is in doubt as to any question of law pertaining to any action it should or should not take, Fund will make available to and SS&C Associates may request advice from counsel for any of Fund, Fund’s independent board members, its officers, or Management (including its investment adviser or sub-adviser), each at Fund’s expense.

Client Responsibilities. 3.1. The management and control of each Fund the Client is vested exclusively in its Board the Company’s governing body (e.g., the board of Trustees and its officersdirectors for a company or general partner of a limited partnership), if any, subject to the terms and provisions of each Fundthe Company’s respective applicable Governing Documents. The Board of a Fund Company is responsible for and its officers will make all decisions, perform all management functions relating to the operation of the Fund Company and authorize all transactions. Without limiting the foregoing, the officers of a Fund Client shall: (a) Designate designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund in its sole discretionClient and. (b) Evaluate evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and promptly inform SS&C of any errors it is in a position to identify. (c) Provideprovide, or cause to be provided, and accept responsibility for, valuations of Fund’s assets and liabilities in accordance with Client’s written valuation policies, as applicable. (d) Provide provide SS&C with timely and accurate information including trading and such Fund’s investor records, valuations and any other items required by SS&C in order to perform the Services and its duties and obligations hereunder. 3.2. The Services, including any services that involve price comparison to vendors and other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to Client and do not limit or modify Client’s responsibility for determining the value of such FundCompany’s assets and liabilities. 3.3. Each Client is solely and exclusively responsible for ensuring that it Client complies with Law and its respective Governing Documents. It is the FundClient’s responsibility to provide all final Fund Governing Documents related to the Company as of the Effective Date. The Client will notify SS&C in writing of any changes to its the Company Governing Documents that may materially impact the Services and/or that affect Fundthe Company’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effect. SS&C is not responsible for monitoring Client’s compliance with (i) Law, (ii) its respective Governing Documents or (iii) any investment restrictions. 3.4. In the event that Market Data is supplied to or through SS&C Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by Client in connection with the Services and (ii) not be disseminated by Client or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither SS&C nor any Data Supplier shall be liable to Client or any other Person for any Losses with respect to Market Data, reliance by SS&C Associates or Client on Market Data or the provision of Market Data in connection with this Agreement. 3.5. Client shall promptly notify SS&C of any material Action against Fund that could reasonably impact Services or SS&C’s obligations under this Agreement. 3.6. Client shall deliver, and use its commercially reasonable efforts to procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons promptly deliver, to SS&C, all Client Data and the then most current version of all material Fund Company Governing Documents and any agreement between Administrator and Company. Client shall arrange with each such Fund Person to deliver such information and Management reasonably related to the provision of the Services hereunder upon reasonable request by SS&C. materials on a timely basis, and SS&C will not be required to enter any agreements with that Person in order for SS&C to provide the Services. 3.73.6. Notwithstanding anything in this Agreement to the contrary, so long as they act in good faith SS&C Associates (i) shall be entitled, without further enquiry, for all purposes in relation to dealings with all Persons, entitled to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature and howsoever received by SS&C Associates in good faith, in connection with the performance of the Services and its SS&C’s duties and obligations hereunder and (ii) shall not be responsible without enquiry or liable to any Person for any Losses arising by virtue of any such information or communication not being authentic, complete and/or accurateliability. 3.8. Client’s obligations are several and not joint. 3.93.7. Notwithstanding anything in this Agreement to the contrary, if SS&C is in doubt as to any action it should or should not take in its provision of Services, SS&C Associates may request directions, advice or instructions from Fund, or as applicable, ManagementClient, custodian or other service providers. If SS&C is in doubt as to any question of law pertaining to any action it should or should not take, Fund Client will make available to and SS&C Associates may request advice from counsel for any of FundClient, FundClient’s independent board members, or its officers, or Management (including its investment adviser or sub-adviser), each at Fundthe Client’s expense.

Client Responsibilities. 3.1. The management and control of each Fund is vested exclusively in its Board such Fund’s governing body (e.g., general partner for a limited partnership, managing member for a limited liability company, board of Trustees directors for a corporation, board of trustees or directors for a business development company) and its officersAdvisor (or an Affiliate thereof), in each case subject to the terms and provisions of each such Fund’s respective Governing Documents. The Board governing body of a Fund and its officers and/or Advisor will make all decisions, perform all management functions relating to the operation of the such Fund and authorize all transactionstransactions relating thereto. Without limiting the foregoing, the officers of a Fund shallAdvisor shall use commercially reasonable efforts to: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund in its sole discretioncontrols with respect thereto. (b) Evaluate the accuracy, and accept responsibility for accuracy of the results, results of the Services, review and approve (and, upon request, sign off on) all reports, analyses and records resulting from the Services and promptly inform SS&C of any errors it is in a position to identify. (c) Provide, or use commercially reasonable efforts to cause to be provided, and accept responsibility for, valuations of Fund’s the Funds’ assets and liabilities in accordance with Client’s written valuation policies. (d) Provide SS&C with timely and accurate information including trading and such Fund’s Fund investor records, valuations and any other items reasonably required by SS&C in order to perform the Services and its duties and obligations hereunder. 3.2. The For the avoidance of doubt, the Services, including any services that involve price comparison to vendors and other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to Client and do not limit or modify ClientAdvisor’s responsibility for determining the value of such each Fund’s assets and liabilities. 3.3. Each Client Fund is solely and exclusively responsible for ensuring that it complies with Law and its Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. Client will notify SS&C in writing of any changes to its Governing Documents that may materially impact the Services and/or that affect Fund’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effect. SS&C is not responsible for monitoring Client’s compliance with (i) Law, (ii) its respective Governing Documents or (iii) any investment restrictions. 3.4. In the event that Market Data is supplied to or through SS&C Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by Client in connection with the Services and (ii) not be disseminated by Client or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither in connection with the Services and this Agreement no SS&C Associate nor any Data Supplier engaged by SS&C (and not directly by Client) shall be liable to Client or any other Person for any Losses with respect to Market Data, reliance by SS&C Associates or Client on Market Data or the provision of Market Data in connection with this Agreement. 3.5. Except as may be prohibited by Law or upon the request of a Government Authority, Client shall promptly notify SS&C of any material Action against a Fund that could reasonably be expected to impact the Services or SS&C’s or Client’s obligations under this Agreement. 3.6. Client shall deliver, and use its commercially reasonable efforts to procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons Persons, as applicable, promptly deliver, to SS&C, all Client Data and the then most current version of all material Fund Governing Documents Documents. Client shall arrange with each such Person to deliver such information and any agreement between such Fund materials on a timely basis, and Management reasonably related to the provision of the Services hereunder upon reasonable request by SS&C. SS&C will not be required to enter any agreements with that Person in order for SS&C to provide the Services, except standard and customary non-reliance, exculpation, confidentiality or similar agreements that SS&C enters into in the normal course of business. 3.7. SS&C Associates (i) shall be entitled, without further enquiry, for all purposes in relation to dealings with all Persons, to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature and howsoever received by SS&C Associates in good faith, in connection with the performance of the Services and its duties and obligations hereunder and (ii) shall not be responsible or liable to any Person for any Losses arising by virtue of any such information or communication not being authentic, complete and/or accurate. 3.8. Client’s obligations are several and not joint. 3.9. Notwithstanding anything in this Agreement to the contrary, if SS&C is in doubt as to any action it should or should not take in its provision of Services, SS&C Associates may request directions, advice or instructions from Fund, or as applicable, Management, custodian or other service providers. If SS&C is in doubt as to any question of law pertaining to any action it should or should not take, Fund will make available to and SS&C Associates may request advice from counsel for any of Fund, Fund’s independent board members, its officers, or Management (including its investment adviser or sub-adviser), each at Fund’s expense.

Client Responsibilities. 3.1. The management and control of each Fund is vested exclusively in its Board such Fund’s governing body (e.g., general partner for a limited partnership, managing member for a limited liability company, board of Trustees directors for a corporation, board of trustees or directors for a business development company) and its officersAdvisor (or an Affiliate thereof), in each case subject to the terms and provisions of each such Fund’s respective Governing Documents. The Board governing body of a Fund and its officers and/or Advisor will make all decisions, perform all management functions relating to the operation of the such Fund and authorize all transactionstransactions relating thereto. Without limiting the foregoing, the officers of a Fund shallAdvisor shall use commercially reasonable efforts to: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund in its sole discretioncontrols with respect thereto. (b) Evaluate the accuracy, and accept responsibility for accuracy of the results, results of the Services, review and approve (and, upon request, sign off on) all reports, analyses and records resulting from the Services and promptly inform SS&C of any errors it is in a position to identify. (c) Provide, or use commercially reasonable efforts to cause to be provided, and accept responsibility for, valuations of Fund’s assets the Funds’assets and liabilities in accordance with Client’s written valuation policies. (d) Provide SS&C with timely and accurate information including trading and such Fund’s Fund investor records, valuations and any other items reasonably required by SS&C in order to perform the Services and its duties and obligations hereunder. 3.2. The For the avoidance of doubt, the Services, including any services that involve price comparison to vendors and other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to Client and do not limit or modify ClientAdvisor’s responsibility for determining the value of such each Fund’s assets and liabilities. 3.3. Each Client Fund is solely and exclusively responsible for ensuring that it complies with Law and its Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. Client will notify SS&C in writing of any changes to its Governing Documents that may materially impact the Services and/or that affect Fund’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effect. SS&C is not responsible for monitoring Client’s compliance with (i) Law, (ii) its respective Governing Documents or (iii) any investment restrictions. 3.4. In the event that Market Data is supplied to or through SS&C Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by Client in connection with the Services and (ii) not be disseminated by Client or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither in connection with the Services and this Agreement no SS&C Associate nor any Data Supplier engaged by SS&C (and not directly by Client) shall be liable to Client or any other Person for any Losses with respect to Market Data, reliance by SS&C Associates or Client on Market Data or the provision of Market Data in connection with this Agreement. 3.5. Except as may be prohibited by Law or upon the request of a Government Authority, Client shall promptly notify SS&C of any material Action against a Fund that could reasonably be expected to impact the Services or SS&C’s or Client’s obligations under this Agreement. 3.6. Client shall deliver, and use its commercially reasonable efforts to procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons Persons, as applicable, promptly deliver, to SS&C, all Client Data and the then most current version of all material Fund Governing Documents Documents. Client shall arrange with each such Person to deliver such information and any agreement between such Fund materials on a timely basis, and Management reasonably related to the provision of the Services hereunder upon reasonable request by SS&C. SS&C will not be required to enter any agreements with that Person in order for SS&C to provide the Services, except standard and customary non-reliance, exculpation, confidentiality or similar agreements that SS&C enters into in the normal course of business. 3.7. SS&C Associates (i) shall be entitled, without further enquiry, for all purposes in relation to dealings with all Persons, to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature and howsoever received by SS&C Associates in good faith, in connection with the performance of the Services and its duties and obligations hereunder and (ii) shall not be responsible or liable to any Person for any Losses arising by virtue of any such information or communication not being authentic, complete and/or accurate. 3.8. Client’s obligations are several and not joint. 3.9. Notwithstanding anything in this Agreement to the contrary, if SS&C is in doubt as to any action it should or should not take in its provision of Services, SS&C Associates may request directions, advice or instructions from Fund, or as applicable, Management, custodian or other service providers. If SS&C is in doubt as to any question of law pertaining to any action it should or should not take, Fund will make available to and SS&C Associates may request advice from counsel for any of Fund, Fund’s independent board members, its officers, or Management (including its investment adviser or sub-adviser), each at Fund’s expense.

Client Responsibilities. 3.1. The management and control of each Fund Company is vested exclusively in its Board Management and Company’s governing body (e.g., the board of Trustees and its officersdirectors for a company), subject to the terms and provisions of each FundCompany’s respective Governing Documentsgoverning documents. The Board of a Fund and its officers Management will make all decisions, perform all management functions relating to the operation of the Fund Company and authorize all transactions. Without limiting the foregoing, the officers of a Fund Management and Administrator shall: (a) Designate properly qualified individuals to oversee the Services and establish Services; (b) Establish and maintain internal controls, including monitoring the ongoing activities of the Fund in its sole discretion.Client; (bc) Evaluate the accuracy, and accept responsibility for the results, results of the Services, review . Review and approve all reports, analyses and books and records resulting from the Services and promptly inform SS&C of any errors it is in a position to identify.; (cd) Evaluate the accuracy of the Services and promptly report any errors; (e) Provide, or cause to be provided, and accept responsibility for, valuations of FundCompany’s assets and liabilities in accordance with Client’s written valuation policies.; and (df) Provide SS&C with timely and accurate information including trading and such Fund’s Company investor records, valuations and any other items required by SS&C in order to perform the Services and its duties and obligations hereunder. 3.2. The Services, including any services that involve price comparison to vendors and other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to Client Management and Administrator and do not limit or modify ClientManagement’s or Administrator’s responsibility for determining the value of such FundCompany’s assets and liabilities. 3.3. Each Client is solely and exclusively responsible for ensuring that it complies with Law law and its Governing Documents. It is the Fund’s responsibility to provide all final Fund Governing Documents as of the Effective Date. Client will notify SS&C in writing of any changes to its Governing Documents that may materially impact the Services and/or that affect Fund’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effectgoverning documents. SS&C is not responsible for monitoring Client’s compliance with (i) Lawlaw, (ii) its their respective Governing Documents governing documents or (iii) any investment restrictions or compliance with the investment restrictions. 3.4. In the event that Market Data is supplied to or through SS&C Associates and is used in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license licensed basis. Market Data may: (i) only be used by Client in connection with the Services and (ii) not be disseminated by Client or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither SS&C nor any Data Supplier shall be liable to Client or any other Person person for any Losses with respect to Market Data, reliance by SS&C Associates or Client on Market Data or the provision of Market Data in connection with this Agreement. 3.5. Client shall promptly notify SS&C of any material Action against Fund that could reasonably impact Services or SS&C’s obligations under this Agreementit. 3.6. Client shall deliver, and use its commercially reasonable efforts to procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons promptly persons deliver, to SS&C, all Client Data and the then most current version of all material Fund Governing Documents Company governing documents and any agreement between Company and Management. Client shall arrange with each such Fund and Management reasonably related to the provision of the Services hereunder upon reasonable request by SS&C. person that SS&C will not be required have to enter any agreements with that Person person in order for SS&C to provide the Services. 3.7. Notwithstanding anything in this Agreement to the contrary, SS&C Associates (i) shall be entitled, without further enquiry, for all purposes in relation to dealings with all Personspersons, to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature and howsoever received by SS&C Associates in good faith, in connection with the performance of the Services and its duties and obligations hereunder hereunder, and (ii) shall not be responsible or liable to any Person person for any Losses arising by virtue of any such information or communication not being authentic, complete authentic and/or accurate. 3.8. Client’s obligations are several and not joint. 3.9. Notwithstanding anything in this Agreement to the contrary, if SS&C is in doubt as to any action it should or should not take in its provision of Services, SS&C Associates may request directions, advice or instructions from Fund, or as applicable, Management, custodian or other service providers. If SS&C is in doubt as to any question of law pertaining to any action it should or should not take, Fund will make available to and SS&C Associates may request advice from counsel for any of Fund, Fund’s independent board members, its officers, or Management (including its investment adviser or sub-adviser), each at Fund’s expense.

Client Responsibilities. 3.1. The management and control of each Fund is the Company are vested exclusively in its Board the Company’s board of Trustees trustees (the “Board”) and its officers, subject to the terms and provisions of each Fundthe Company’s respective applicable Governing Documents. The Board of a Fund Company or its agents are responsible for and its officers will make all decisions, perform all management functions relating to the operation of the Fund Company and authorize all transactions. Without limiting the foregoing, the officers of a Fund Client shall: (a) Designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund in its sole discretionCompany. (b) Evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and promptly inform SS&C of any errors it is in a position to identify. (c) Provide, or cause to be provided, and accept responsibility for, valuations of FundCompany’s assets and liabilities in accordance with ClientCompany’s written valuation policies, as applicable. (d) Provide SS&C with timely and accurate information including trading and such Fund’s Company investor records, valuations and any other items required reasonably requested by SS&C in order to perform the Services and its duties and obligations hereunder. 3.2. The Services, including any services that involve price comparison to vendors and other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to Client Company and do not limit or modify ClientCompany’s responsibility for determining the value of such FundCompany’s assets and liabilities. 3.3. Each Client is solely and exclusively responsible for ensuring that it Client complies with applicable Law and its respective Governing Documents. It is the FundClient’s responsibility to provide all final Fund Governing Documents related to the Company as of the Effective Date. The Client will notify SS&C in writing of any changes to its the Company’s Governing Documents related to cannabis, cannabinoids, or cryptocurrency investments, and/or that may materially impact the Services and/or that affect Fundthe Company’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effect. SS&C will provide Client with copies of its internal policies, if any, relating to cannabis, cannabinoids, or cryptocurrency investments and notify Client in writing of any material changes to such policies. Except as otherwise set forth herein, SS&C is not responsible for monitoring Client’s compliance with (i) applicable Law, (ii) its respective Governing Documents or (iii) any investment restrictions. 3.4. In the event that Market Data is supplied to or through SS&C Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by Client in connection with the Services and (ii) not be disseminated by Client to any Person other than the Company’s investment advisers, independent public accounting firm, Board and officers, as necessary, for use in their provision of services to Company or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither SS&C nor any Data Supplier shall be liable to Client or any other Person for any Losses with respect to Market Data, reliance by SS&C Associates or Client on Market Data or the provision of Market Data in connection with this Agreement. 3.5. Client shall promptly notify SS&C of any material Action against Fund that could reasonably impact Services or SS&C’s obligations under this Agreement. 3.6. Client Company shall deliver, and use its commercially make reasonable efforts to procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons acting on its behalf promptly deliver, to SS&C, all Client Data and the then most current version of all material Fund Company Governing Documents Documents. Company shall arrange with each such Person to deliver such information and any agreement between such Fund materials on a timely basis, and Management reasonably related to the provision of the Services hereunder upon reasonable request by SS&C. SS&C will not be required to enter any agreements with that Person in order for SS&C to provide the Services. 3.73.6. Subject to Section 6, SS&C Associates (i) shall be entitled, without further enquiry, for all purposes in relation to dealings with all Persons, entitled to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature and howsoever received by SS&C Associates in good faith, in connection with the performance of the Services and its SS&C’s duties and obligations hereunder without further enquiry or liability; provided that, notwithstanding Section 6, SS&C Associates shall be entitled to rely on information provided by Client and (ii) shall not be responsible or liable to any Person for any Losses arising by virtue of any its Affiliates and agents so long as such information or communication not being authentic, complete and/or accuratereliance is in good faith. 3.8. Client’s obligations are several and not joint. 3.93.7. Notwithstanding anything in this Agreement to the contrary, if SS&C is in doubt as to any action it should or should not take in its provision of Services, SS&C Associates may request directions, advice or instructions from Fund, or as applicable, ManagementClient, custodian or other service providers. If SS&C is in doubt as to any question of law pertaining to any action it should or should not take, Fund Client will make available to and SS&C Associates may request advice from counsel for any of FundClient, FundClient’s independent board members, or its officers, or Management (including its investment adviser or sub-adviser), each at Fundthe Client’s expense.

Client Responsibilities. 3.1. The management and control of each Fund Client is vested exclusively in its Board the Client’s governing body (e.g., the board of Trustees trustees for a trust, the board of directors for a company or general partner of a limited partnership), and its officersClient, subject to the terms and provisions of each Fundthe Client’s respective applicable Governing Documents. The Board of a Fund and its officers Client will make all decisions, perform all management functions relating to the operation of the Fund Clients and authorize all transactions. Without limiting the foregoing, the officers of a Fund Client shall: (a) Designate designate properly qualified individuals to oversee the Services and establish and maintain internal controls, including monitoring the ongoing activities of the Fund in its sole discretionClient. (b) Evaluate evaluate the accuracy, and accept responsibility for the results, of the Services, review and approve all reports, analyses and records resulting from the Services and promptly inform SS&C of any errors it is in a position to identify. (c) Provideprovide, or cause to be provided, and accept responsibility for, valuations of Fund’s assets and liabilities in accordance with Client’s written valuation policies, as applicable. (d) Provide provide SS&C with timely and accurate information including trading and such Fund’s investor records, valuations and any other items required by SS&C in order to perform the Services and its duties and obligations hereunder. 3.2. The Services, including any services that involve price comparison to vendors and other sources, model or analytical pricing or any other pricing functions, are provided by SS&C as a support function to Client and do not limit or modify Client’s responsibility for determining the value of such FundClient’s assets and liabilities. 3.3. Each Client is solely and exclusively responsible for ensuring that it complies with Law and its respective Governing Documents. It is the FundClient’s responsibility to provide all final Fund Governing Documents related to the Client as of the Effective Date. The Client will notify SS&C in writing of any changes to its the Client Governing Documents that may materially impact the Services and/or that affect Fundthe Client’s investment strategy, liquidity or risk profile in any material respect prior to such changes taking effect. SS&C is not responsible for monitoring Client’s compliance with (i) Law, (ii) its respective Governing Documents or (iii) any investment restrictions. . 3.4. In the event that Market Data is supplied to or through SS&C Associates in connection with the Services, the Market Data is proprietary to Data Suppliers and is provided on a limited internal-use license basis. Market Data may: (i) only be used by Client in connection with the Services and (ii) not be disseminated by Client or used to populate internal systems in lieu of obtaining a data license. Access to and delivery of Market Data is dependent on the Data Suppliers and may be interrupted or discontinued with or without notice. Notwithstanding anything in this Agreement to the contrary, neither SS&C nor any Data Supplier shall be liable to Client or any other Person for any Losses with respect to Market Data, reliance by SS&C Associates or Client on Market Data or the provision of Market Data in connection with this Agreement. 3.5. Client shall promptly notify SS&C of any material Action against Fund that could reasonably impact Services or SS&C’s obligations under this Agreement. 3.6. Client shall deliver, and use its commercially reasonable efforts to procure that its agents, prime brokers, counterparties, brokers, counsel, advisors, auditors, clearing agents, and any other Persons promptly deliver, to SS&C, all Client Data and the then most current version of all material Fund Client Governing Documents Documents. Client shall arrange with each such Person to deliver such information and any agreement between such Fund materials on a timely basis, and Management reasonably related to the provision of the Services hereunder upon reasonable request by SS&C. SS&C will not be required to enter any agreements with that Person in order for SS&C to provide the Services. 3.7. SS&C Associates (i) shall be entitled, without further enquiry, for all purposes in relation to dealings with all Persons, to rely on the authenticity, completeness and accuracy of any and all information and communications of whatever nature and howsoever received by SS&C Associates in good faith, in connection with the performance of the Services and its duties and obligations hereunder and (ii) shall not be responsible or liable to any Person for any Losses arising by virtue of any such information or communication not being authentic, complete and/or accurate. 3.8. Client’s obligations are several and not joint. 3.9. Notwithstanding anything in this Agreement to the contrary, if SS&C is in doubt as to any action it should or should not take in its provision of Services, SS&C Associates may request directions, advice or instructions from Fund, or as applicable, Management, custodian or other service providers. If SS&C is in doubt as to any question of law pertaining to any action it should or should not take, Fund will make available to and SS&C Associates may request advice from counsel for any of Fund, Fund’s independent board members, its officers, or Management (including its investment adviser or sub-adviser), each at Fund’s expense.