Common use of Epoch Clause in Contracts

Epoch. Epoch represents and warrants to IMCO that (i) the retention of Epoch by IMCO as contemplated by this Agreement is authorized by Epoch’s governing documents; (ii) the execution, delivery, and performance of this Agreement does not violate any obligation by which Epoch or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Epoch and when executed and delivered by Epoch will be a legal, valid, and binding obligation of Epoch, enforceable against Epoch in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Epoch is registered as an investment adviser under the Advisers Act; (v) Epoch has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Epoch and certain of its employees, officers, partners, and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Epoch shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Epoch is not prohibited by the 1940 Act, the Advisers Act or other law, regulation, or order from performing the services contemplated by this Agreement; (vii) Epoch will promptly notify IMCO of the occurrence of any event that would disqualify Epoch from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Epoch has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Epoch will notify IMCO of any “assignment” (as defined in the ▇▇▇▇ ▇▇▇) of this Agreement or change of control of Epoch, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Epoch, in each case prior to or promptly after, such change; and (x) Epoch has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Epoch makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis.

Epoch. Epoch represents and warrants to IMCO AMCO that (i) the retention of Epoch by IMCO AMCO as contemplated by this Agreement is authorized by Epoch’s governing documents; (ii) the execution, delivery, and performance of this Agreement does not violate any obligation by which Epoch or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Epoch and when executed and delivered by Epoch will be a legal, valid, and binding obligation of Epoch, enforceable against Epoch in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Epoch is registered as an investment adviser under the Advisers Act; (v) Epoch has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Epoch and certain of its employees, officers, partners, and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCOAMCO, and, with respect to such persons, Epoch shall furnish to IMCO AMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Epoch is not prohibited by the 1940 Act, the Advisers Act or other law, regulation, or order from performing the services contemplated by this Agreement; (vii) Epoch will promptly notify IMCO AMCO of the occurrence of any event that would disqualify Epoch from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Epoch has provided IMCO AMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO AMCO at least annually; (ix) Epoch will notify IMCO AMCO of any “assignment” (as defined in the ▇▇▇▇ ▇▇▇) of this Agreement or change of control of Epoch, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Epoch, in each case prior to or promptly after, such change; and (x) Epoch has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Epoch makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis.