Common use of Additional Representations of the Investment Adviser Clause in Contracts

Additional Representations of the Investment Adviser. The Investment Adviser represents and warrants to the Underwriters as of the date hereof and as of the Closing Time as follows: (i) Organization and Authority of Investment Adviser. The Investment Adviser has been duly organized as a limited partnership under the laws of the State of Delaware, with power and authority to conduct its business as described in the Registration Statement and the Prospectus. (ii) Investment Advisers Act. The Investment Adviser is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and is not prohibited by the Investment Advisers Act or the Investment Company Act, or the rules and regulations under such acts, from acting under the Advisory Agreement for the Fund as contemplated by the Registration Statement and the Prospectus.