Sample Investment Management Agreement Page 7
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21Client Name
Date
Page 7
13.
REPRESENTATIONS AND WARRANTIES
13.1
The Client hereby represents and warrants to the Manager that:
(a)
The Client has the legal power to enter into the Agreement without notice to, or
consent of, any party, and entering into and complying with this Agreement will
not result in the breach of any term or condition of any agreement that the Client
is a party to;
(b)
The Client has full power and authority under the provisions of applicable
documents, instruments and legislation governing the assets in the Account and
the Client to execute, deliver and perform this Agreement on behalf of itself and
the contributions to the Account, and the transactions contemplated by this
Agreement are duly authorized by the Client, comply with applicable policies,
resolutions, agreements or legislation or other supporting documents and, when
entered, will be legal, valid and binding obligations of the Client and the
contributions to the Account and are consistent with and permissible for the Client
and the contributions to the Account, as applicable;
(c)
No option, lien, charge, security or encumbrance exists or will, due to any act or
omission of the Client, exist over any of the contributions made to the Account;
(d)
The Client is not an insider of any reporting issuer or other issuer whose securities
are publicly traded (as those terms are defined under applicable securities
legislation) except as set out in Schedule hereto. The Client shall provide to the
Manager from time to time, a current list of public companies in which the Client
owns, directly or indirectly, more than 10 percent of any class of equity securities
or is otherwise an insider; Section 13.2 of NI 31-103
The Client is eligible to purchase Series ·units in the Pooled Fund(s) and is an
(e)
accredited investor as such term is defined in National Instrument 45-106, as such
regulation may be amended from time to time. As such, the Client has completed
and attached to this Agreement, Schedule (the “Accredited Investor Schedule”),
which forms part of this Agreement. The Client shall promptly notify the
Manager, in writing, if the Client ceases to be an accredited investor and further
agrees to provide such evidence of its status as the Manager may reasonably
request from time to time;
(f)
There are no investment restrictions applicable to the Account imposed by law or
by the Client except as set forth in the Investment Policy.
The Client
acknowledges that the Manager will be relying on, and the Client hereby
represents the accuracy of, the information provided in the Investment Policy as
the Client acknowledges that the Investment Policy will be used in assessing the
suitability of the trades made by the Manager on behalf of the Account. The
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