Common use of Trust Entity Clause in Contracts

Trust Entity. Trust Entity represents and warrants to Company, Investment Adviser and Distributor that: (i) It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement and the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; (ii) This Agreement constitutes the legal, valid and binding obligation of Trust Entity and is enforceable against Trust Entity in accordance with its terms; (iii) No consent or authorization of, filing with, or other act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (iv) The execution, performance and delivery of this Agreement shall not result in Trust Entity or any Designee violating any applicable law or breaching or otherwise impairing any of its contractual obligations; (v) It and each Designee is registered as a transfer agent pursuant to Section 17A of the Securities Exchange Act of 1934 (the “1934 Act”) or as a broker-dealer pursuant to Section 15 of the 1934 Act, or is a “bank” for purposes of the 1934 Act; (vi) The arrangements provided for in this Agreement shall be disclosed to the Clients; (vii) It and each Designee is not and shall not be a “fiduciary” with respect to the provision of the Services for any Client as such term is defined in Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, Trust Entity and its Designee may be a fiduciary to the extent allowed by applicable law upon the advice of its own counsel; (viii) It and each Designee is registered as a broker-dealer under the 1934 Act and any applicable state securities laws, including any laws applicable as a result of entering into and performing the Services set forth in this Agreement, or is not required to be so registered; (ix) It and each Designee is authorized to act on behalf of each Client on whose behalf it is effecting transactions in the Account in connection with the Services pursuant to an agreement with the Client and is satisfied that the person or persons who signed the Trust Entity’s or Designees’ contracts with the Client were themselves properly authorized by the Client and the entity which they represent; (x) It has compliance systems in place to detect the placement of any orders for Fund shares after the Close of Trading by the Clients, Client Representatives, the Trust Entity, or its own personnel and to prevent the forwarding of such orders to the Fund for the Business Day on which such orders are received and will periodically utilize internal or external resources to test the functioning of such compliance systems; and (xi) It has established and will maintain an anti-money laundering (“AML”) program reasonably designed to comply with all applicable AML laws and regulations, including all applicable provisions of the Bank Secrecy Act and the USA PATRIOT Act of 2001, as well as with the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.