Common use of Representations and Undertakings Clause in Contracts

Representations and Undertakings. (a) The Manager hereby confirms to the Fund that the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, that it has full power and authority to enter into and perform fully the terms of this Agreement and that the execution of this Agreement on behalf of the Manager has been duly authorized and, upon execution and delivery, this Agreement will be binding upon the Manager in accordance with its terms. (b) The Manager represents that it complies in all material respects with all applicable laws, both federal and state. (c) TIP hereby confirms to the Manager that it has full power and authority to enter into this Agreement and that the execution of this Agreement on behalf of the Fund has been duly authorized and, upon execution and delivery, this Agreement will be binding upon TIP in accordance with its terms. (d) TIP acknowledges receipt of the Manager's Form ADV and Commodity Trading Advisor (CTA) Disclosure Document (if applicable). (e) TIP represents that TIP and the Fund are in material compliance with all applicable state and federal securities laws and regulations. (f) To facilitate the Manager's fulfillment of its obligations under this Agreement, TIP undertakes the following: (i) TIP will promptly provide the Manager with amendments or supplements, if any, to TIP's prospectus or Statement of Additional Information applicable to the Managed Assets; (ii) TIP will promptly notify the Manager expressly in writing of changes, if any, in the fundamental and non-fundamental investment policies of the Managed Assets; and (iii) TIP will promptly provide the Manager with guidelines and procedures, if any, applicable to the Manager or the Managed Assets adopted from time to time by the board of directors of TIP and will promptly provide the Manager copies of any amendments thereto.

Representations and Undertakings. (a) The Manager hereby confirms to the Fund that the Manager is registered as an investment adviser under the Investment Advisers Act of 1940Act, that it has full power and authority to enter into and perform fully the terms of this Agreement and that the execution of this Agreement on behalf of the Manager has been duly authorized and, upon execution and delivery, this Agreement will be binding upon the Manager in accordance with its terms. (b) The Manager represents that it complies in all material respects with all applicable laws, both federal and state. (c) The Manager hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Fund’s portfolio holdings to any person or entity other than TAS, the Fund’s custodian, broker/dealers executing trades placed by the Manager on behalf of the Fund, any Sub-Advisers (or any affiliates of the Sub-Advisers which provide advisory or research services to such Sub-Adviser) or other persons expressly designated by or approved by TAS. The Manager agrees that prior to seeking any such approval from TAS, it will enter into a confidentiality agreement with such party to whom it desires to disclose the Fund’s portfolio holdings meeting the requirements of the Fund’s Portfolio Holdings Disclosure Policies and Procedures. (d) TIP hereby confirms to the Manager that it has full power and authority to enter into this Agreement and that the execution of this Agreement on behalf of the Fund has been duly authorized and, upon execution and delivery, this Agreement will be binding upon TIP in accordance with its terms. (de) TIP acknowledges receipt of Part II of the Manager's ’s Form ADV and Commodity Trading Advisor (CTA) Disclosure Document (if applicable). (ef) TIP represents that TIP and the Fund are in material compliance with all applicable state and federal securities laws and regulations. (fg) To facilitate the Manager's ’s fulfillment of its obligations under this Agreement, TIP undertakes the following: (i) TIP will promptly provide the Manager with amendments or supplements, if any, to TIP's ’s prospectus or Statement of Additional Information applicable to the Managed Assets; (ii) TIP will promptly notify the Manager expressly in writing of changes, if any, in the fundamental and non-fundamental investment policies of the Managed Assets; and (iii) TIP will promptly provide the Manager with guidelines and procedures, if any, applicable to the Manager or the Managed Assets adopted from time to time by the board of directors of TIP and will promptly provide the Manager copies of any amendments thereto.

Representations and Undertakings. (a) The Manager hereby confirms to the Fund that the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, that it has full power and authority to enter into and perform fully the terms of this Agreement and that the execution of this Agreement on behalf of the Manager has been duly authorized and, upon execution and delivery, this Agreement will be binding upon the Manager in accordance with its terms. (b) The Manager represents that it complies in all material respects with all applicable laws, both federal and state. (c) TIP hereby confirms to the Manager that it has full power and authority to enter into this Agreement and that the execution of this Agreement on behalf of the Fund has been duly authorized and, upon execution and delivery, this Agreement will be binding upon TIP in accordance with its terms. (d) TIP acknowledges receipt of the Manager's ’s Form ADV and Commodity Trading Advisor (CTA) Disclosure Document (if applicable). (e) TIP represents that TIP and the Fund are in material compliance with all applicable state and federal securities laws and regulations. (f) To facilitate the Manager's ’s fulfillment of its obligations under this Agreement, TIP undertakes the following: (i) TIP will promptly provide the Manager with amendments or supplements, if any, to TIP's ’s prospectus or Statement of Additional Information applicable to the Managed Assets; (ii) TIP will promptly notify the Manager expressly in writing of changes, if any, in the fundamental and non-fundamental investment policies of the Managed Assets; and (iii) TIP will promptly provide the Manager with guidelines and procedures, if any, applicable to the Manager or the Managed Assets adopted from time to time by the board of directors of TIP and will promptly provide the Manager copies of any amendments thereto.