Common use of Compliance with Registration Requirements Clause in Contracts

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Partnership meets the requirements for the use of Form F-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserNavios Entities, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, (including any prospectus wrapper, if any) at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the statements made by the Partnership (a) in the most recent preliminary prospectus as of the Applicable Time and (b) in the Prospectus or any amendments or supplements thereto at the time the Prospectus or any such amendments or supplements were issued, in each case within the coverage of Rule 175(b) of the 1933 Act Regulations, including any projections of results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. As of the Applicable Time Time, neither (as defined below), x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C Schedules B-1 and E hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus (as defined below), and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit D hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A under the 1934 Act is effective.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each A registration statement on Form S-1 (Registration No. 333-264372) relating to the Offered Securities, including a preliminary prospectus and such amendments to such registration statement as may have been required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term “Registration Statement” means such registration statement on Form S-1 as amended at the time it becomes or became effective, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules and Regulations, as applicable. If the Company files a registration statement to register a portion of the Offered Securities and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “preliminary prospectus” as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing is required, the form of final prospectus included in the Registration Statement and at the effective date, except that if any Rule 462(b) Registration Statement has become effective under revised prospectus or prospectus supplement shall be provided to the 1933 Act and no stop order suspending Representative by the effectiveness of Company for use in connection with the Registration Statement Offered Securities which differs from the Prospectus (whether or any Rule 462(b) Registration Statement has been issued under not such revised prospectus or prospectus supplement is required to be filed by the 1933 Act, or order of suspension or revocation of registration Company pursuant to Section 8(e) of Rule 424(b)), the 1940 Actterm “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and no proceedings for any such purpose have been instituted or are pending or, after the time it is first provided to the knowledge of Representative for such use. Any reference herein to the Fund terms “amend”, “amendment” or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times “supplement” with respect to the Registration Statement, any Rule 462(bpreliminary prospectus or the Prospectus shall be deemed to refer to and include: (i) Registration Statement the filing of any document under the Securities Exchange Act of 1934, as amended, and any post-together with the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) after the effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, date of such preliminary prospectus or the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements date of the 1933 ActProspectus, as the 1940 Act case may be, which is incorporated therein by reference, and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or (ii) any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:document so filed.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Trust has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act, or and no order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose purpose, have been instituted or are pending or, to the knowledge of the Manager, the Fund or the Investment either Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (filed before the applicable Settlement Date) became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)applicable Settlement Date, the Registration Statement, the Rule 462(b) Registration Statementany post-effective amendment thereto, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Agent for use in the Registration Statement or Prospectus. As of the each Applicable Time (as defined below)Time, the Rule 482 Statement (as defined below) ), if any, issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) and the information included on Schedule C hereto), all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each A registration statement on Form S-1 (Registration No. 333-226042) relating to the Securities, including a preliminary prospectus and such amendments to such registration statement as may have been required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term “Registration Statement” means such registration statement on Form S-1 as amended at the time it becomes or became effective, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules and Regulations, as applicable. If the Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “preliminary prospectus” as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection with this offering as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing is required, the form of final prospectus included in the Registration Statement and at the effective date, except that if any Rule 462(b) Registration Statement has become effective under revised prospectus or prospectus supplement shall be provided to the 1933 Act and no stop order suspending Representative by the effectiveness of Company for use in connection with the Registration Statement Shares which differs from the Prospectus (whether or any Rule 462(b) Registration Statement has been issued under not such revised prospectus or prospectus supplement is required to be filed by the 1933 Act, or order of suspension or revocation of registration Company pursuant to Section 8(e) of Rule 424(b)), the 1940 Actterm “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and no proceedings for any such purpose have been instituted or are pending or, after the time it is first provided to the knowledge of Representative for such use. Any reference herein to the Fund terms “amend”, “amendment” or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times “supplement” with respect to the Registration Statement, any Rule 462(bpreliminary prospectus or the Prospectus shall be deemed to refer to and include: (i) Registration Statement the filing of any document under the Securities Exchange Act of 1934, as amended, and any post-together with the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) after the effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, date of such preliminary prospectus or the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements date of the 1933 ActProspectus, as the 1940 Act case may be, which is incorporated therein by reference, and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or (ii) any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:document so filed.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-amendment thereto (filed before the Closing Time) became or will become effective amendments thereto became effective under the 1933 Act and at the Closing Time Time, as hereinafter defined (and and, if any Option Securities Additional Shares are purchased, at the Date of Deliveryapplicable Option Closing Date, as hereinafter defined), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A 1940 Act Notification and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities Additional Shares are purchased, at the Date of Deliveryapplicable Option Closing Date), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements in or omissions from the Registration Statement, the Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Fund or the Adviser by or on behalf of any Underwriter for use therein. As of the Applicable Time (as defined below), the (i) any Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, and (ii) the Statutory Preliminary Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each A registration statement on Form F-1 (Registration No. 333-[ ]) relating to the Securities, including a preliminary prospectus and such amendments to such registration statement as may have been required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term “Registration Statement” means such registration statement on Form F-1 as amended at the time it becomes or became effective, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules and Regulations, as applicable. If the Company files a registration statement to register a portion of the Offered Securities or Warrant Shares and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “preliminary prospectus” as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing is required, the form of final prospectus included in the Registration Statement and at the effective date, except that if any Rule 462(b) Registration Statement has become effective under revised prospectus or prospectus supplement shall be provided to the 1933 Act and no stop order suspending Representative by the effectiveness of Company for use in connection with the Registration Statement Offered Securities which differs from the Prospectus (whether or any Rule 462(b) Registration Statement has been issued under not such revised prospectus or prospectus supplement is required to be filed by the 1933 Act, or order of suspension or revocation of registration Company pursuant to Section 8(e) of Rule 424(b)), the 1940 Actterm “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and no proceedings for any such purpose have been instituted or are pending or, after the time it is first provided to the knowledge of Representative for such use. Any reference herein to the Fund terms “amend”, “amendment” or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times “supplement” with respect to the Registration Statement, any Rule 462(bpreliminary prospectus or the Prospectus shall be deemed to refer to and include: (i) Registration Statement the filing of any document under the Securities Exchange Act of 1934, as amended, and any post-together with the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) after the effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, date of such preliminary prospectus or the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements date of the 1933 ActProspectus, as the 1940 Act case may be, which is incorporated therein by reference, and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or (ii) any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:document so filed.

Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of DeliveryDelivery (each term as defined below)), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C E hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserManager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As misleading (except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Fund by or on behalf of the Applicable Time (as defined belowUnderwriters expressly for use therein). If Rule 434 is used, the Fund will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 434 and the information Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included on Schedule C heretoin the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all considered together (collectively, material respects with the “General Disclosure Package”) Rules and Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each A registration statement on Form S-1 (Registration No. 333-261989) relating to the Offered Securities, including a preliminary prospectus and such amendments to such registration statement as may have been required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term “Registration Statement” means such registration statement on Form S-1 as amended at the time it becomes or became effective, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules and Regulations, as applicable. If the Company files a registration statement to register a portion of the Offered Securities and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “preliminary prospectus” as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing is required, the form of final prospectus included in the Registration Statement and at the effective date, except that if any Rule 462(b) Registration Statement has become effective under revised prospectus or prospectus supplement shall be provided to the 1933 Act and no stop order suspending Representative by the effectiveness of Company for use in connection with the Registration Statement Offered Securities which differs from the Prospectus (whether or any Rule 462(b) Registration Statement has been issued under not such revised prospectus or prospectus supplement is required to be filed by the 1933 Act, or order of suspension or revocation of registration Company pursuant to Section 8(e) of Rule 424(b)), the 1940 Actterm “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and no proceedings for any such purpose have been instituted or are pending or, after the time it is first provided to the knowledge of Representative for such use. Any reference herein to the Fund terms “amend”, “amendment” or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times “supplement” with respect to the Registration Statement, any Rule 462(bpreliminary prospectus or the Prospectus shall be deemed to refer to and include: (i) Registration Statement the filing of any document under the Securities Exchange Act of 1934, as amended, and any post-together with the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) after the effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, date of such preliminary prospectus or the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements date of the 1933 ActProspectus, as the 1940 Act case may be, which is incorporated therein by reference, and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or (ii) any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:document so filed.

Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement (and any Rule 462(b) Registration Statement and any post-effective amendment thereto, if filed on or before the date hereof) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and the Company has complied with any request on the part of the Commission for additional information has been complied withinformation. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, thereto at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included included, or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through GAF expressly for use in the Registration Statement (or any amendment thereto), a preliminary prospectus (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto), including the information set forth in Section SECTION 6(a) hereof. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below), originally filed or as part of any amendment thereto complied when so filed in all material respects with the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 1933 Act and the information included on Schedule C hereto1933 Act Regulations, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.

Compliance with Registration Requirements. Each A registration statement on Form S-1 (Registration No. 333-268688) relating to the Securities, including a preliminary prospectus and such amendments to such registration statement as may have been required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term “Registration Statement” means such registration statement on Form S-1 as amended at the time it becomes or became effective, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules and Regulations, as applicable. If the Company files a registration statement to register a portion of the Offered Securities or Warrant Shares and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “preliminary prospectus” as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing is required, the form of final prospectus included in the Registration Statement and at the effective date, except that if any Rule 462(b) Registration Statement has become effective under revised prospectus or prospectus supplement shall be provided to the 1933 Act and no stop order suspending Representative by the effectiveness of Company for use in connection with the Registration Statement Offered Securities which differs from the Prospectus (whether or any Rule 462(b) Registration Statement has been issued under not such revised prospectus or prospectus supplement is required to be filed by the 1933 Act, or order of suspension or revocation of registration Company pursuant to Section 8(e) of Rule 424(b)), the 1940 Actterm “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and no proceedings for any such purpose have been instituted or are pending or, after the time it is first provided to the knowledge of Representative for such use. Any reference herein to the Fund terms “amend”, “amendment” or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times “supplement” with respect to the Registration Statement, any Rule 462(bpreliminary prospectus or the Prospectus shall be deemed to refer to and include: (i) Registration Statement the filing of any document under the Securities Exchange Act of 1934, as amended, and any post-together with the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) after the effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, date of such preliminary prospectus or the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements date of the 1933 ActProspectus, as the 1940 Act case may be, which is incorporated therein by reference, and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or (ii) any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:document so filed.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of Act and the 1940 Act, and no Company has not received any notice that proceedings for any such that purpose have been instituted or are pending or,, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto). The parties acknowledge and agree that such information consists of the Applicable Time (as defined belowinformation set forth in Section 6(c), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) . Each preliminary prospectus and the information included on Schedule C hereto, prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when so filed in all considered together (collectively, material respects with the “General Disclosure Package”) 1933 Act Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act, or and no order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose purpose, have been instituted or are pending or, to the knowledge of the Manager, the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (filed before the applicable Settlement Date) became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)applicable Settlement Date, the Registration Statement, the Rule 462(b) Registration Statementany post-effective amendment thereto, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Fund by or on behalf of the Agent for use in the Registration Statement or Prospectus. As of the each Applicable Time (as defined below)Time, the Rule 482 Statement (as defined below) ), if any, issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) and the information included on Schedule C hereto), all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund Fund, the Adviser or the Investment AdviserSubadviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement did or will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit E hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Fund nor the Adviser nor the Subadviser makes any representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A is effective under the 1934 Act.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time, and the information included on Schedule C G hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserManager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)If Rule 434 is used, the Fund will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 434 and the information included on Schedule C heretoProspectus shall not be "materially different", all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As as such term is used in this subsection and elsewhere Rule 434, from the prospectus included in this Agreement:the

Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of Act and the 1940 Act, and no Company has not received any notice that proceedings for any such that purpose have been instituted or are pending orand, to the knowledge of the Fund or the Investment AdviserCompany, no such proceedings are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C D hereto, all considered together (collectively, the “"General Disclosure Package”"), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-1 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C heretoprice per share and number of shares to be offered, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each The Company meets the requirements for use of Form S-3 and the Registration Statement relating to the Securities which was declared effective on November 5, 2009 (the “Effective Date”), including a base prospectus dated as of October 7, 2009 (the “Base Prospectus”) and any Rule 462(b) such amendments to such Registration Statement as may have been required to the date of this Agreement, has become effective been prepared by the Company under the 1933 Act and no stop order suspending the effectiveness provisions of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations Regulations, and did not has been filed with the Commission. Copies of such Registration Statement and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements each amendment thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, including the Statutory Prospectus Base Prospectus, heretofore filed by the Company with the Commission have been delivered to each Purchaser. If the Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure PackageRule 462 Registration Statement”) ), then any reference to the Registration Statement shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The Company has filed the Base Prospectus with the Commission and each preliminary prospectusshall promptly hereafter file with the Commission the Prospectus Supplement. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act, or in respect of the Registration Statement, other information deemed by the Rules and any amendments Regulations to be a part of or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in on or before the light initial effective date or the date of the circumstances Prospectus, as the case may be. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act which they were madeis incorporated by reference therein, not misleading. As used or in this subsection respect of the Registration Statement, such other information deemed by the Rules and elsewhere in this Agreement:Regulations to be a part of or included therein, after the initial effective date, or the date of the Prospectus, as the case may be.

Compliance with Registration Requirements. The Fund meets the requirements for use of Form N-2 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or either of the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. If required, the Fund has received any orders exempting the Fund from any provisions of the Investment Company Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities Shares are purchased, at the Date of Delivery), ) the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and or supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Investment Company Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus Prospectus, nor any amendments or supplements thereto, at the time the Prospectus or any such amendment amendments or supplement was supplements thereto were issued and at the Closing Time (and and, if any Option Securities Shares are purchased, at the Date of Delivery), ) included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the General Disclosure Package or the Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by the Underwriters expressly for use in the Registration Statement, the General Disclosure Package or the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S‑T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit F hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8‑A under the 1934 Act is effective.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 0000 Xxx. The Company has not received notice of any stop order issued under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, any post-effective amendment thereto and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included set forth on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of the registration of the Fund pursuant to Section 8(e) of the 1940 ActAct has been issued, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. (A) Each document, if any, filed or to be filed pursuant to the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “1934 Act”), or the 1940 Act and incorporated by reference in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the 1934 Act and the 1940 Act, (B) the Registration Statement, any Rule 462(b) Registration Statement, the notification on Form N-8A and any post-effective amendments thereto at the respective times they became effective did not, and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) the Time of Sale Prospectus as of the Time of Sale did not, and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (D) any Additional Written Offering Communication (as defined herein) or any Rule 482 Statement prepared, used or referred to by the Fund or by the Underwriter with the consent of the Fund, when considered together with the Time of Sale Prospectus, at the time of its use did not, and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (E) the Preliminary Prospectus as of its date did not, and the Prospectus as of its date and the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any Additional Written Offering Communication based upon information relating to the Underwriter furnished to the Fund in writing by the Underwriter expressly for use therein. The Fund hereby acknowledges that the only information that the Underwriter has furnished to the Fund expressly for use in the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any Additional Written Offering Communication is the statement set forth in the first sentence of the third paragraph under the caption “Underwriter” in the Time of Sale Prospectus and the Prospectus (the “Underwriter Information”). At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1940 Act. Each preliminary prospectus and the Prospectus complied when so filed in all material respects with the 1933 Act and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary 1934 Act to make the statements therein not misleading. Neither public offering and consummate the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light sale of the circumstances under which they were made, not misleading. As of the Applicable Time (Securities as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in contemplated by this Agreement:.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any the Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of DeliveryDelivery referred to below), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither On the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued date hereof and at the Closing Time (and and, if any Option Securities are purchased, at such date of delivery) neither the Date of Delivery), included Prospectus nor any amendments or supplements thereto contained or will include contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through _____________ expressly for use in the Registration Statement or Prospectus. As Each preliminary prospectus and the Prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) 1933 Act Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.

Compliance with Registration Requirements. Each The Company meets the requirements for use of Form S-3 under the Registration Statement and any Rule 462(b) 1933 Act. The Registration Statement has become effective under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the 1933 Act (“Rule 405”), and no the Securities have been and remain eligible for registration by the Company on a Rule 405 automatic shelf registration statement. The Company has complied to the SEC’s satisfaction with all requests of the SEC for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement Statement, or any notice objecting to its use pursuant to Rule 462(b401(g)(2) Registration Statement under the 1933 Act (“Rule 401(g)(2)”), has been issued under by the 1933 ActSEC and no order or notice from any court, arbitrator, regulatory body, administrative agency, governmental body or order of suspension other authority or revocation of registration pursuant to Section 8(eagency (collectively, “Governmental Entity”) preventing or suspending the use of the 1940 ActRegistration Statement, and no proceedings the Time of Sale Prospectus or the Prospectus or any proceeding for any such purpose have has been instituted or are is pending or, to the knowledge of the Fund Company’s knowledge, is contemplated or the Investment Adviser, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied witha Governmental Entity. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments each amendment thereto became effective and at each deemed effective date with respect to the Closing Time (Purchasing Agent and if any Option Securities are purchased, at the Date applicable Agent(s) pursuant to Rule 430B(f)(2) of Delivery)the 1933 Act Regulations, the Registration StatementStatement complied, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied complies and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and the 1939 Act and the 1939 Act Regulations, and did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither The Time of Sale Prospectus and the Prospectus nor any amendments and each amendment or supplements supplement thereto, if any, at the time the Prospectus same was or any such amendment or supplement was is issued and at the Closing Settlement Date, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Time (of Sale Prospectus or the Prospectus nor any amendment or supplement thereto as of its date and if any Option Securities are purchasedas of each date referenced in the first paragraph of this Section VI(a) included, at the Date of Delivery), included includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)Time, the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Time of Sale Prospectus and each Permitted Free Writing Prospectus (as defined belowin clause (m) of Section III) delivered to the Purchasing Agent and the information included on Schedule C heretoAgents in connection with a particular offering and sale of Securities, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection subclause and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of Act and the 1940 Act, and no Company has not received any notice that proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C D-1 hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the any Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Trust has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the The Registration Statement and any Rule 462(b) Registration Statement has become became effective when filed with the Commission under the 1933 Act and no Securities Act. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, is in effect and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Company or the Investment AdviserIssuers, are contemplated threatened by the Commission. The Preliminary Prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), were identical to the copies thereof delivered to the Underwriters for use in connection with the offer and any request on the part sale of the Commission for additional information has been complied withSecurities. At the respective times Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto amendment thereto, at the time it became effective and at the Closing Time (and if any Option Securities are purchasedall subsequent times, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Securities Act and the Rules and Regulations and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither The documents incorporated or deemed to be incorporated by reference in the Prospectus nor any amendments or supplements theretoProspectus, at the time they were filed with the Commission under the Exchange Act, complied in all material respects with the requirements of the Exchange Act. As of the Applicable Time, the Time of Sale Prospectus or (including any such amendment or supplement was issued Preliminary Prospectus wrapper) did not, and at the Closing Date, the Time (and of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, the Time of Sale Prospectus (including any Preliminary Prospectus wrapper), together with each Road Show, if any, did not, and at the Closing Date, the Time of Sale Prospectus, together with each Road Show, if any, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto or any Road Show, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Representative to the Company consists of the Applicable information described in Section 9(b) below. There are no contracts or other documents required to be described in the Time (of Sale Prospectus or the Prospectus or to be filed as defined below)exhibits to the Registration Statement which have not been described or filed as required. Each of the Issuers is not an “ineligible issuer” in connection with the offering of the Securities pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Rule 482 Statement (as defined below) issued at Prospectus or prior to the Applicable TimePreliminary Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to you before first use, each of the Statutory Prospectus (as defined below) Issuers and the information included on Schedule C heretoCompany has not prepared, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectusused or referred to, and will not, without your prior consent, prepare, use or refer to, any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:free writing prospectus.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each A registration statement on Form F-1 (Registration No. 333-281167) relating to the Shares, including a preliminary prospectus and such amendments to such registration statement as may have been required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term “Registration Statement” means such registration statement on Form F-1 as amended at the time it becomes or became effective, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules and Regulations, as applicable. If the Company files a registration statement to register a portion of the Shares and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “preliminary prospectus” as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing is required, the form of final prospectus included in the Registration Statement and at the effective date, except that if any Rule 462(b) Registration Statement has become effective under revised prospectus or prospectus supplement shall be provided to the 1933 Act and no stop order suspending Representative by the effectiveness of Company for use in connection with the Registration Statement Shares which differs from the Prospectus (whether or any Rule 462(b) Registration Statement has been issued under not such revised prospectus or prospectus supplement is required to be filed by the 1933 Act, or order of suspension or revocation of registration Company pursuant to Section 8(e) of Rule 424(b)), the 1940 Actterm “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and no proceedings for any such purpose have been instituted or are pending or, after the time it is first provided to the knowledge of Representative for such use. Any reference herein to the Fund terms “amend, “amendment” or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times “supplement” with respect to the Registration Statement, any Rule 462(bpreliminary prospectus or the Prospectus shall be deemed to refer to and include: (i) Registration Statement the filing of any document under the Securities Exchange Act of 1934, as amended, and any post-together with the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) after the effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, date of such preliminary prospectus or the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements date of the 1933 ActProspectus, as the 1940 Act case may be, which is incorporated therein by reference, and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or (ii) any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:document so filed.

Compliance with Registration Requirements. Each of the The Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you for you and for each other Underwriter, have been declared effective by the Commission in such form. Except for any Rule 462(b) Registration Statement, which became effective upon filing, no other document with respect to the Initial Registration Statement has become effective under heretofore been filed with the 1933 Act Commission; and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchasedamendment thereto, at the Date of Delivery), the Registration Statement, or the Rule 462(b) Registration Statement, if any, has been issued, and no proceeding for that purpose has been initiated or, to the notification on Form N-8A Company's best knowledge, threatened by the Commission. No order preventing or suspending the use of any Preliminary Prospectus, the Commitment Prospectus, or any Issuer Free Writing Prospectus has been issued by the Commission, and any amendments each Preliminary Prospectus, the Commitment Prospectus, and supplements thereto complied and will comply the Prospectus, at the time of filing thereof, conformed in all material respects with to the requirements of the 1933 Act, the 1940 Securities Act and the Rules rules and Regulations regulations of the Commission thereunder, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of . (i) The Commitment Prospectus as supplemented by the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) Issuer Free Writing Prospectuses and the other information included on listed in Schedule C III hereto, all considered taken together (collectively, the “General "Pricing Disclosure Package”") and each preliminary prospectus, and any amendments or supplements theretoas of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used ; and each Issuer Free Writing Prospectus and other information listed on Schedule III hereto does not conflict with the information contained in any of the Registration Statement, the Commitment Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The Registration Statement, the Commitment Prospectus, and any Issurer Free Writing Prospectus conform, and the Prospectus and any additional Issuer Free Writing Prospectus and any further amendments or supplements to the Registration Statement, the Commitment Prospectus, the Prospectus, or any Issuer Free Writing Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and as of the applicable filing date as to the Commitment Prospectus, the Prospectus, and any Issuer Free Writing Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (iii) The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Commitment Prospectus (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), or any Issuer Free Writing Prospectus made in reliance upon and elsewhere in this Agreement:conformity with written information furnished to the Company by any Underwriter through ThinkEquity Partners, LLC expressly for use therein. (iv) At the time of filing the Registration Statement, any 462(b) Registration Statement, and any post-effective amendments, and as of the date of the Commitment Prospectus and the Prospectus and any amendments or supplements thereto, and as of the date hereof, the Company was not and is not an "ineligible issuer," as defined in Rule 405 of the Securities Act ("Rule 405").

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective effective, at the date hereof and at the Closing Time (and and, if any Option Securities are purchased, at the each Date of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules 1933 Act Regulations and Regulations the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, and, at the time the Prospectus or any such amendment or supplement was issued date hereof and at the Closing Time (and and, if any Option Securities are purchased, at the each Date of Delivery), included neither the Prospectus nor any amendments or supplements thereto contained or will include an contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the representations and warranties in this paragraph shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus. As Each preliminary prospectus and Prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Rule 482 Statement (as defined below) issued at or prior 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Applicable Time, if any, Underwriter for use in connection with this offering was identical to the Statutory Prospectus (as defined below) and electronically transmitted copies thereof filed with the information included on Schedule C hereto, all considered together (collectively, Commission pursuant to XXXXX except to the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.

Compliance with Registration Requirements. The offer and sale of the Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserPartnership, are contemplated by the Commission, and any request on the part of by the Commission for additional information has been complied withwith or otherwise resolved with the Commission. At The Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and at the respective times that the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and or will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and become effective they did not and or will not not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of its date and at the Closing Time Date (and as defined in Section 2(c) hereof) (and, if any Option Securities are purchased, at the applicable Option Closing Date of Delivery(as defined in Section 2(b) hereof)), included contained or will include contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)Time, the Rule 482 Statement (as defined below) each Issuer Free Writing Prospectus issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C Exhibit B hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include contain any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The representations and warranties set forth in this subsection the three immediately preceding paragraphs shall not apply to statements in or omissions from the Registration Statement, the Prospectus or the General Disclosure Package made in reliance upon and elsewhere in this Agreement:conformity with the Underwriting Information (as defined in Section 7(a) hereof) furnished to the Partnership in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424(b) in connection with the offering of the Securities (including, without limitation, the Statutory Prospectus and the Prospectus), complied and will comply when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto and the copies of the Statutory Prospectus, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. At the time of filing the Initial Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, and at the date hereof, the Partnership was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limiting the foregoing, the Partnership has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of the registration of the Fund pursuant to Section 8(e) of the 1940 ActAct has been issued, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. (A) Each document, if any, filed or to be filed pursuant to the Securities and Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “1934 Act”), or the 1940 Act and incorporated by reference in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the 1934 Act and the 1940 Act, (B) the Registration Statement, any Rule 462(b) Registration Statement, the notification on Form N-8A and any post-effective amendments thereto at the respective times they became effective did not, and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) the Time of Sale Prospectus as of the Time of Sale did not, and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (D) any Additional Written Offering Communication (as defined herein) prepared, used or referred to by the Fund or by the Underwriter with the consent of the Fund, when considered together with the Time of Sale Prospectus, at the time of its use did not, and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (E) the Preliminary Prospectus as of its date did not, and the Prospectus as of its date and the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any Additional Written Offering Communication based upon information relating to the Underwriter furnished to the Fund in writing by the Underwriter expressly for use therein. The Fund hereby acknowledges that the only information that the Underwriter has furnished to the Fund expressly for use in the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any Additional Written Offering Communication is the statement set forth in the first sentence of the third paragraph under the caption “Underwriter” in the Time of Sale Prospectus and the Prospectus (the “Underwriter Information”). At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1940 Act. Each preliminary prospectus and the Prospectus complied when so filed in all material respects with the 1933 Act and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary 1934 Act to make the statements therein not misleading. Neither public offering and consummate the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light sale of the circumstances under which they were made, not misleading. As of the Applicable Time (Securities as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in contemplated by this Agreement:.

Compliance with Registration Requirements. Each of the The Company is eligible to use Form N-2. The Registration Statement and Statement, any Rule 462(b) Registration Statement has and any other post-effective amendment thereto have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any the Rule 462(b) Registration Statement Statement, if any, and any post-effective amendments thereto became effective and effective, at the Applicable Time and on the Closing Time Date (and and, if any Option Securities are purchased, at the Date of DeliveryOption Closing Date), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto Statement complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules and Regulations Regulations, and the Registration Statement did not and or will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued issued, and at on the Closing Time Date (and and, if any Option Securities are purchased, at the Date of DeliveryOption Closing Date), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As ; provided, however, that none of the Applicable Time Company, the Adviser or the Administrator makes any representation or warranty as to the information contained in or omitted from the Registration Statement, or the Prospectus (as defined belowor any supplement thereto), in reliance upon and in conformity with information furnished in writing to the Rule 482 Company by or on behalf of the Underwriter specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as defined belowsuch in Section 6 hereof. Each of (i) issued at or prior to the General Disclosure Package, when taken together as a whole, and (ii) each electronic road show when taken together as a whole with the General Disclosure Package, does not, as of the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The preceding sentence does not apply to statements in this subsection or omissions from the General Disclosure Package in reliance upon and elsewhere in this Agreement:conformity with information furnished in writing to the Company by or on behalf of the Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriter consists of the information described as such in Section 6 hereof. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto, any preliminary prospectus, the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriter (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T of the Commission (“Regulation S-T”).

Compliance with Registration Requirements. Each of The Placement Securities have been duly registered under the Securities Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement has become effective under the 1933 Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Placement Securities pursuant to Rule 462(b) under the Securities Act, including the documents incorporated by reference therein and the Rule 430A Information, (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act no later than 10:00 p.m., Eastern Time, on the date of determination of the public offering price for the Placement Securities, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to such Registration Statement has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective and at as of the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)date hereof, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto Statement complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, have been complied with and the Registration Statement meets, and the offering and sale of the Placement Securities as contemplated hereby complies with, the 1940 requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time, each Settlement Date (as defined below and each Representation Date), as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The Prospectus, at the Applicable Time (time the Prospectus was issued and at each Settlement Date, complied and will comply in all material respects with the Securities Act. The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as defined below)amended or supplemented, the Rule 482 Statement (as defined below) issued at or prior made in reliance upon and in conformity with information furnished to the Applicable Time, if any, Company in writing by the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements Placement Agent expressly for use therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.

Compliance with Registration Requirements. Each of The Securities have been duly registered under the Securities Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement has become effective under the 1933 Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act, including the documents incorporated by reference therein (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act no later than 10:00 p.m., Eastern Time, on the date required to increase the dollar amount of Securities available to be offered and sold under the Registration Statement, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company is a “foreign private issuer,” as such term is defined in Rule 3b-4 under the Exchange Act. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective and at as of the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)date hereof, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form F-3, as set forth in the General Instructions thereto, have been complied with and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the 1940 requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time and Settlement Date (as defined below), as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties set forth in the Applicable Time (immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as defined below)amended or supplemented, made in reliance upon and in conformity with the Rule 482 Statement Agent Information (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserManager, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As misleading (except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriters furnished to the Fund by or on behalf of the Applicable Time (as defined belowUnderwriters expressly for use therein). If Rule 434 is used, the Fund will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) 434 and the information Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included on Schedule C heretoin the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all considered together (collectively, material respects with the “General Disclosure Package”) Rules and Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) and as of the information included on Schedule C heretoApplicable Time, all considered together (collectively, the “"General Disclosure Package”"), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The offer and sale of the Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserPartnership, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of DeliverySecurities (including, without limitation, pursuant to Rule 173(d)), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)Time, the Rule 482 Statement (as defined below) each Issuer Free Writing Prospectus issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule Exhibit C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include and will not contain any untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The representations and warranties set forth in this subsection the two immediately preceding paragraphs shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any General Disclosure Package made in reliance upon and elsewhere in this Agreement:conformity with the Underwriting Information (as defined in Section 6(a) hereof) furnished to the Partnership in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424(b) in connection with the offering of the Securities (including, without limitation, the Statutory Prospectus and the Prospectus), complied and will comply when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto and the copies of the Statutory Prospectus, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Partnership has made available a “bona fide electronic road show” (as defined in Rule 433(h)) in compliance with Rule 433(d)(8)(ii) such that no filing with the Commission of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. At the time of filing the Initial Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, as of the earliest time after the effective date of the Initial Registration Statement that the Partnership or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Partnership was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limiting the foregoing, the Partnership has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “‘‘General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto’’), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:: ‘‘Applicable Time’’ means [ ] p.m. (Eastern time) on December [ ], 2006 or such other time as agreed by the Trust and Xxxxxxx Xxxxx. ‘‘Rule 482 Statement’’ means a document that contains the number of securities issued, the offering price and any other information, prepared in accordance with the provisions of Rule 482 of the 1933 Act. ‘‘Statutory Prospectus’’ as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to the Applicable Time, including any document incorporated by reference therein. Each preliminary prospectus and the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied as to form when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Trust has complied or will comply with the requirements of Rule 111 under the Rules and Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each The Partnership has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Act") with the Securities and Exchange Commission (the "Commission"), the Registration Statement and any Rule 462(b) Statement, including a related Basic Prospectus subject to completion relating to the Offered Units, such Registration Statement has become been declared effective under by the 1933 Act Commission, and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued by the Commission. At the time of the filing of such Registration Statement, the Partnership met the requirements for use of Form S-3 under the 1933 Act. The Partnership may have filed one or more amendments or supplements to such Registration Statement, including any preliminary prospectus supplement which relates to such Basic Prospectus and has previously been furnished to you. The Partnership will next file with the Commission a Final Prospectus which relates to such Basic Prospectus and includes the Basic Prospectus, in accordance with Rules 430A and 424(b) under the Act. The Partnership has included in such Registration Statement, as amended and supplemented on the date that it became effective or order the issue date of suspension or revocation of registration the Final Prospectus, as applicable, all information (other than information with respect to the Units and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Section 8(e) Rule 430A ("Rule 430A Information")), required by the Act to be included in such Registration Statement and the Final Prospectus. Each Preliminary Prospectus, at the time of the 1940 Actfiling thereof, and no proceedings for any included all information (other than Rule 430A Information), required by the Act to be included in such purpose have been instituted or are pending Preliminary Prospectus. As filed, such Final Prospectus shall contain all Rule 430A Information, together with all other such required information, and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the time of execution of this Agreement or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did extent not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, completed at the time of execution of this Agreement, shall contain only such specific additional information and other changes as the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchasedPartnership has advised you, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement time of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light execution of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:, will be included or made therein.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdministrator, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto"), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. (A) At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, and (B) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued and any post-effective amendment thereto under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending before or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the Commission, and any request on the part of the Commission to the Company for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the General Disclosure Package as of the Applicable Time, nor the Prospectus nor any amendments or supplements thereto, thereto at the time the Prospectus as of its date or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this paragraph shall not apply to statements in or omissions from the Registration Statement, any preliminary prospectus or the Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein, it being understood that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the Registration Statement, any preliminary prospectus and the Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information contained under the caption “Underwriting — Stabilization” (such information being referred to herein as the “Underwriter Information”). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if anyneither (x) the General Disclosure Package nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all when considered together (collectively, with the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the General Disclosure Package or any Issuer-Represented Limited Use Free Writing Prospectus made in reliance upon and elsewhere in this Agreement:conformity with the Underwriter Information.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserPAFM, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Fund has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Fund by the Underwriters or their agents expressly for use in the light Registration Statement, 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:foregoing).

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extexx xermitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the each Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of their respective dates, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of DeliverySecurities (including, without limitation, pursuant to Rule 173(d)), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time Time, neither (as defined below), the Rule 482 Statement (as defined belowa) any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C Exhibit G hereto, all considered together (collectively, the “First General Disclosure Package”), nor (b) if applicable, any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the Statutory Prospectus and each preliminary prospectusthe Issuer Pricing Free Writing Prospectus, all considered together (collectively, the “Second General Disclosure Package”; the First General Disclosure Package and the Second General Disclosure Package (if any) are hereinafter called, collectively, the “General Disclosure Packages” and, individually, a “General Disclosure Package,” provided that, if an Issuer Pricing Free Writing Prospectus is not prepared in connection with the offering contemplated by this Agreement, then all references to the “Second General Disclosure Package” shall be disregarded and all references to the “General Disclosure Packages” and any amendments “General Disclosure Package” shall be deemed to mean the First General Disclosure Package, mutatis mutandis), nor (c) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the First General Disclosure Package, included or supplements thereto, did not will include any untrue statement of a material fact or omitted or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used The representations and warranties set forth in the two immediately preceding paragraphs shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any General Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto or filed pursuant to Rule 424 in connection with the offering of the Securities (including, without limitation, the Statutory Prospectus and the Prospectus) complied and will comply when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The copies of the Initial Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto and the copies of the Statutory Prospectus, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Underwriters (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. The Company has made available a “bona fide electronic road show” (as defined in Rule 433(h)) in compliance with Rule 433(d)(8)(ii) such that no filing with the Commission of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, or until any earlier date that the Company notified or notifies Stifel and Canaccord as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus. If at any time following the issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement, the Statutory Prospectus or the Prospectus or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Stifel and Canaccord and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that prior to amending or supplementing any such Issuer Free Writing Prospectus, the Company shall furnish to Stifel and Canaccord for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented Issuer Free Writing Prospectus and the Company shall not file, use or refer to any such amended or supplemented Issuer Free Writing Prospectus without Stifel’s and Canaccord’s consent. The first two sentences of this subsection paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and elsewhere in this Agreement:conformity with written information furnished to the Company by any Underwriter through a Representative specifically for use therein. At the time of filing the Initial Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, as of the earliest time after the effective date of the Initial Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Trust has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection the 1933 Act Rules and elsewhere in this Agreement:Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAllianz, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be “materially different”, as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Fund has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Fund by the Underwriters or their agents expressly for use in the light Registration Statement, 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:foregoing).

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdministrator, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Trust has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Trust by the Underwriters or their agents expressly for use in the light Registration Statement, the 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were madeforegoing), not misleading. As used or with respect to representations of the Trust, the descriptions of the Investment Adviser (referred to in this subsection and elsewhere in Section (1)(b)(iii) of this Agreement:) contained in the foregoing.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdministrator, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Trust has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Trust by the Underwriters or their agents expressly for use in the light Registration Statement, the 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were madeforegoing), not misleading. As used or with respect to representations of the Trust, the descriptions of the Investment Advisor (referred to in this subsection and elsewhere in Section (1)(b)(iii) of this Agreement:) contained in the foregoing.

Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Fund, the Adviser or the Investment AdviserSubadviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the Statement and any Rule 462(b) Registration StatementStatement did or will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit E hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Fund nor the Adviser nor the Subadviser makes any representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A is effective under the 1934 Act.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the The Original Registration Statement and any will be declared effective by the Commission under the Securities Act prior to the first Issuance Notice Date. Any Rule 462(b) Registration Statement has become filed after the date hereof will be declared effective by the Commission under the 1933 Securities Act and no prior to any Issuance Notice Date following such filing. The Company has complied or will comply to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, is in effect and no proceedings for any such purpose have been instituted or are pending or, to the best knowledge of the Fund or the Investment AdviserCompany, are contemplated or threatened by the Commission. The Prospectus when filed complied in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“EXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied withShares. At the respective times Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto amendment thereto, at the time it became or becomes effective and at the Closing Time (and if any Option Securities are purchasedeach Representation Date, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Securities Act and the Rules and Regulations and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither As of the date of this Agreement, the Prospectus nor and any amendments or supplements theretoFree Writing Prospectus (as defined below) considered together (collectively, at the time the Prospectus or “Time of Sale Information”) did not contain any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties set forth in the Applicable Time (as defined below)three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Rule 482 Statement (as defined below) issued at Prospectus, or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit made in reliance upon and in conformity with information relating to state any material fact necessary the Agent furnished to the Company in order to make writing by the statements Agent expressly for use therein, it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information described in ‎Section 6 below. There are no contracts or other documents required to be described in the light Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the circumstances Shares as contemplated hereby meet the requirements of Rule 415 under which they were made, not misleading. As used the Securities Act and comply in this subsection and elsewhere in this Agreement:all material respects with said rule.

Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Fund, the Adviser or the Investment AdviserSubadviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit F hereto, all considered together (collectively, the “"General Disclosure Package”") and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Fund, the Adviser and the Subadviser makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund’s registration statement on Form 8-A under the 1934 Act is effective.

Compliance with Registration Requirements. (A) At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, and (B) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued and any post-effective amendment thereto under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending before or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the Commission, and any request on the part of the Commission to the Company for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the General Disclosure Package as of the Applicable Time, nor the Prospectus nor any amendments or supplements thereto, thereto at the time the Prospectus as of its date or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties in this paragraph shall not apply to statements in or omissions from the Applicable Time (as defined below)Registration Statement, any preliminary prospectus or the Rule 482 Statement (as defined below) issued at or prior Prospectus made in reliance upon and in conformity with written information furnished to the Applicable TimeCompany by the Underwriter expressly for use therein, if anyit being understood that the only written information that the Underwriter has furnished to the Company specifically for inclusion in the Registration Statement, any preliminary prospectus and the Statutory Prospectus (as defined belowor any amendment or supplement thereto) are the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” and the information included on Schedule C hereto, all considered together (collectively, contained under the caption “Underwriting – Stabilization”(such information being referred to herein as the “General Disclosure PackageUnderwriter Information”) ). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, and the ADR Registration Statement has become been declared effective by the Commission under the 1933 Act or 1934 Act, as applicable, and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto, or the ADR Registration Statement has been issued under the 1933 Act or 1934 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Actas applicable, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the relevant Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment amendments or supplement was supplements thereto were issued and at the Closing Time (and and, if any Option Securities are purchased, at the relevant Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time and the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and (including, if applicable, any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or (including, if applicable, any Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration StatementStatement (including, if applicable, any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto became effective and at the Closing Time (and AND, if any Option Securities are purchased, at the each Date of Delivery), the Registration StatementStatement (including, the if applicable, any Rule 462(b) Registration Statement, the notification on Form N-8A ) and any post-effective amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the each Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below)If Rule 434 is used, the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the xxxxxt permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act and the 1933 Act Regulations. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement or the Prospectus (including, in each case, the documents incorporated or deemed to be incorporated by reference therein) has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective or become effective, at the time the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2004 (the “2004 10-K”) was filed with the Commission, at the date of this Agreement and at the Closing Time (and and, if any Option Securities are purchased, at the relevant Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any post-effective amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the relevant Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through Wachovia expressly for use in the Registration Statement or Prospectus. The prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectusprospectus and Prospectus filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was and will be identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each person who, as a director or officer of the Company, or attorney-in-fact of any amendments such director or supplements officer, signed the Registration Statement or any amendment thereto, did not include or any untrue statement power of a material attorney pursuant to which the Registration Statement or any such amendment was signed, was, at the respective times of such signing and delivery and at the time of filing thereof with the Commission, duly elected or appointed, qualified and acting as such director, officer or attorney-in-fact, as the case may be, and, if acting on behalf of the Company or any other person or entity (as attorney-in-fact or omit otherwise), was duly authorized to state any material fact necessary in order to make the statements therein, in the light sign and deliver such document on behalf of the circumstances under which they were madeCompany or such other person or entity, not misleading. As used in this subsection as the case may be; and elsewhere in this Agreement:the signatures of such persons appearing on such documents are the genuine signatures of such persons.

Compliance with Registration Requirements. At the time of filing it met and for the purposes of this offering, the Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)effective, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and and, as amended, as applicable, will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and and, as amended, as applicable, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or, as amended or supplemented, as applicable, will include an untrue statement of a material fact or omitted or, as amended or supplemented, as applicable, will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together B hereto (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Fund in writing by any Underwriter through Merrill Lyxxx xxpxxxxxy for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, excxxx xo the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserPAFM, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be “materially different”, as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Fund has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Fund by the Underwriters or their agents expressly for use in the light Registration Statement, 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:foregoing).

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Trust has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdministrator, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments sale of the Securities, the Trust has complied or supplements thereto, did will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not include any untrue statement of a material fact apply to statements or omit omissions relating to state any material fact necessary the Underwriters made in order reliance on and in conformity with information furnished in writing to make the statements therein, Trust by the Underwriters or their agents expressly for use in the light Registration Statement, the 462(b) Registration Statement, Prospectus or preliminary prospectus (or any amendment or supplement to any of the circumstances under which they were madeforegoing), not misleading. As used or with respect to representations of the Trust, the descriptions of the Investment Adviser (referred to in this subsection and elsewhere in Section (1)(b)(iii) of this Agreement:) contained in the foregoing.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Trust has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection the Rules and elsewhere in this Agreement:Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or Company and the Investment AdviserSelling Shareholders, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading . Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (Registration Statement as defined below)originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) 1933 Act Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit except to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:extent permitted by Regulation S-T.

Compliance with Registration Requirements. Each The Securities have been duly registered under the Securities Act pursuant to the Registration Statement. The Registration Statement has or will become effective under the Securities Act prior to the issuance of any Placement Notices by the Company, or, with respect to any registration statement to be filed to register the offer and sale of the Registration Statement and any Securities pursuant to Rule 462(b) under the Securities Act, including the documents incorporated by reference therein (a “Rule 462(b) Registration Statement has Statement”), will be filed with the Commission and become effective under the 1933 Securities Act no later than 10:00 p.m., Eastern Time, on the date required to increase the dollar amount of Securities available to be offered and sold under the Registration Statement, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective and at as of the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)date hereof, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form F-3 or Form S-3, as applicable, as set forth in the General Instructions thereto, have been complied with and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the 1940 requirements of Rule 415(a)(1)(x) under the Securities Act (including without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time and Settlement Date (as defined below), as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties set forth in the Applicable Time (immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as defined below)amended or supplemented, made in reliance upon and in conformity with the Rule 482 Statement Agent Information (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at on the time respective date of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. (A) At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto and (B) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued and any post-effective amendment thereto under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the CommissionCommission nor any state or other jurisdiction or regulatory body, and any request on the part of the Commission Commission, any state or other jurisdiction or other regulatory body for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time Time, neither (as defined below), x) the Rule 482 Statement Issuer-Represented General Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, Time (as defined below) and the Statutory Prospectus (as defined below) and the information included on Schedule C hereto), all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany individual Issuer-Represented Limited Use Free Writing Prospectus, and any amendments or supplements theretowhen considered together with the General Disclosure Package, did not include included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no Act. Neither the Company nor the A-1 Series has received notice of any stop order issued under the 1933 Act suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Actany post-effective amendment thereto, and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund Company or the Investment AdviserA-1 Series, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times times, the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Rule 482 Statement Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included set forth on Schedule C B hereto, all considered together (collectively, the “"General Disclosure Package”"), nor (y) and each preliminary prospectusany individual Issuer Limited Use Free Writing Prospectus, and when considered together with the General Disclosure Package, nor (z) any amendments or supplements thereto, did not include individual Written Testing-the-Waters Communication included any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Act and no stop order suspending Act. As of the effectiveness of date hereof, when the Prospectus is first filed or transmitted for filing pursuant to Rule 424, when, prior to the Closing Time (as hereinafter defined), any amendment to the Registration Statement or becomes effective (including the filing of any Rule 462(b) document incorporated by reference in the Registration Statement has been issued under the 1933 ActStatement), or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for when any such purpose have been instituted or are pending or, supplement to the knowledge of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of Prospectus is filed with the Commission for additional information has been complied with. At at the respective times Closing Time, (i) the Registration Statement, as amended as of any Rule 462(b) Registration Statement such time, and the Prospectus, as amended or supplemented as of any post-effective amendments thereto became effective such time, and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and Indenture will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Trust Indenture Act of 1939 (the "1939 ACT"), and the 1934 Act and the Rules respective rules thereunder and Regulations and did not and (ii) neither the Registration Statement, as amended as of such time, nor the Prospectus, as amended or supplemented as of such time, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading; PROVIDED, HOWEVER, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustees or (ii) the information contained in or omitted from the Registration Statement or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information relating to such Underwriter or the underwriting arrangements furnished in writing to the Company by the Underwriter specifically for use in the light of Registration Statement and the circumstances under which they were made, not misleadingProspectus. As used Each document incorporated by reference in this subsection the Registration Statement and elsewhere the Prospectus will comply in this Agreement:all material respects with the Exchange Act.

Compliance with Registration Requirements. Each The Company meets the requirements for use of Form S-3 under the Registration Statement and any Rule 462(b) 1933 Act. The Registration Statement has become effective under the 1933 Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the 1933 Act (“Rule 405”), and no the Securities have been and remain eligible for registration by the Company on a Rule 405 automatic shelf registration statement. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement Statement, or any notice objecting to its use pursuant to Rule 462(b401(g)(2) Registration Statement under the 1933 Act (“Rule 401(g)(2)”), has been issued under by the 1933 ActCommission and no order or notice from any court, arbitrator, regulatory body, administrative agency, governmental body or order of suspension other authority or revocation of registration pursuant to Section 8(e) agency preventing or suspending the use of the 1940 ActRegistration Statement, and no proceedings the Preliminary Prospectus or the Prospectus or any proceeding for any such purpose have has been instituted or are is pending or, to the knowledge Company’s knowledge, is contemplated or threatened by any court, arbitrator, regulatory body, administrative agency, governmental body or other authority or agency. Each of the Fund or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became amendment thereto, at the time of their respective effectiveness, at each deemed effective and date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act, at the date hereof, at the Closing Time (Date and if at any Option Securities are purchased, at the Date of Delivery), the Registration Statementcomplied, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied complies and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Neither The Preliminary Prospectus and the Prospectus, when filed with the Commission, complied and will comply in all material respects with the 1933 Act. The Prospectus nor and any amendments supplement or supplements amendment thereto, as of their respective dates, at the time the Prospectus or of any such amendment or supplement was issued and filing pursuant to Rule 424(b), at the Closing Time (Date and if at any Option Securities are purchased, at the Date of Delivery), included or did not, does not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties set forth in the immediately preceding two paragraphs do not apply to (i) the Statement of Eligibility (Form T-1) of the Applicable Time trustee under the Trust Indenture Act of 1939, as amended (as defined belowthe “1939 Act”), (ii) statements in or omissions from the Rule 482 Registration Statement (as defined below) issued at or prior any post-effective amendment thereto, or the Prospectus, or any amendment or supplement thereto, based upon and in conformity with written information furnished to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and Company by any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements Underwriter expressly for use therein, in the light or (iii) any statement that does not constitute part of the circumstances Registration Statement or the Prospectus pursuant to Rule 412 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act.

Compliance with Registration Requirements. Each of the The Registration Statement and any Rule 462(b) Registration Statement has become have been declared effective by the Commission under the 1933 Act and no Securities Act. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, is in effect and no proceedings for any such purpose have been instituted or are pending or, to the best knowledge of the Fund or the Investment AdviserCompany, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securixxxx Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and any request on the part sale of the Commission for additional information has been complied withCommon Shares. At the respective times Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchasedamendment thereto, at the time it became effective, at the First Closing Date of Delivery(as defined below) and any Option Closing Date (as defined below), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Securities Act and the Rules and Regulations and did not and will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither The Prospectus, as amended or supplemented, as of its date, or the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or date of any such amendment or supplement was issued supplement, and at the First Closing Time Date (as defined below) and if any Option Securities are purchased, at the Closing Date of Delivery(as defined below), included or did not and will include an not contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of The representations and warranties set forth in the Applicable Time (as defined below)two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Rule 482 Statement (as defined below) issued at Prospectus, or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include made in reliance upon and in conformity with information relating to any untrue statement of a material fact Underwriter furnished to the Company in writing by the Representatives expressly for use therein. There are no contracts or omit other documents required to state any material fact necessary in order to make the statements therein, be described in the light of Prospectus or to be filed as exhibits to the circumstances under Registration Statement which they were made, have not misleading. As used in this subsection and elsewhere in this Agreement:been described or filed as required.

Compliance with Registration Requirements. Each of The Securities have been duly registered under the Securities Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement has become effective under the 1933 Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act prior to the time of any sale of Securities pursuant to such Rule 462(b) Registration Statement, and no stop order preventing or suspending the use of the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective and at as of the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)date hereof, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, have been satisfied and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the 1940 requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time and Settlement Date, as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Placement Agent expressly for use therein. For purposes of the Applicable Time (as defined below)this Agreement, the Rule 482 Statement (as defined below) issued at or prior to only information so furnished shall be the Applicable Time, if any, the Statutory Prospectus (as defined below) Placement Agent’s name and the information included on Schedule C hereto, all considered together second paragraph under the caption “Plan of Distribution” (collectively, the “General Disclosure PackagePlacement Agent Information”). The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto, each preliminary prospectus, Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements theretothereto delivered and to be delivered to the Placement Agent (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus relating to the Securities, as of its issue date and as of each Applicable Time and Settlement Date, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, or included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, prevailing at that subsequent time, not misleading. As used The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Placement Agent specifically for use therein. At the time of the initial filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), at the time the Company or another offering participant made a bona fide offer (within the meaning, for this subsection paragraph only, of Rule 164(h)(2) of the Securities Act) and elsewhere at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. Each document incorporated by reference in the Registration Statement or the Prospectus heretofore filed, when it was filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act, and any further documents so filed and incorporated after the date of this Agreement:Agreement will, when they are filed, conform in all material respects with the requirements of the Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Compliance with Registration Requirements. Each of The Company has prepared and filed with the Commission the Registration Statement (file number 333-191871) on Form N-2, including a related Preliminary Prospectus for registration under the 1933 Act of the offering and sale of the Securities. The Company has filed one or more pre-effective amendments thereto, each including a related Preliminary Prospectus, and each of which has previously been furnished to the Representatives. The Company will next file with the Commission the Prospectus in accordance with Rules 430A and 497 of the 1933 Act. The Company has included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required to be included by the 1933 Act. As filed, the Prospectus shall contain all Rule 430A Information, together with all other required information, and shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The offer and sale of the Securities has been registered under the 1933 Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendments thereto have been declared effective under the 1933 Act and any Rule 462(b) Registration Statement has become effective under the 1933 Act or, not later than : .M. (New York City time) on the business day immediately after the Execution Date, will become effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. From the time of initial confidential submission of the Registration Statement to the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a)(19) of the 1933 Act (an “EGC”). At the respective times that the 1940 Act Notification was filed with the Commission, and the times that the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto to any of the foregoing were declared or became effective effective, as the case may be, and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the 1940 Act Notification, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto to any of the foregoing complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the Rules and 1940 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Neither At the Prospectus nor any amendments or supplements thereto, at the time respective times the Prospectus or any such amendment or supplement thereto was issued and filed pursuant to Rule 497 or issued, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), except in the Rule 482 Statement case of clause (as defined z) below) issued at or and as of each time prior to the Closing Date that an investor agrees (orally or in writing) to purchase or, if applicable, reconfirms (orally or in writing) an agreement to purchase any Securities from the Underwriters, neither (x) the Pre-Pricing Prospectus as of the Applicable TimeTime and the information, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C Exhibit G hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) and each preliminary prospectusany Sales Material considered together with the Pre-Pricing Prospectus as of the Applicable Time, and nor (z) any amendments Rule 482 Material, when considered together with the General Disclosure Package, included or supplements thereto, did not will include any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used Any Rule 482 Material, when used, complied with the requirements pertaining thereto as set forth in Rule 482 under the 1933 Act. Each Preliminary Prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations. The representations and warranties in the preceding paragraphs of this subsection Section 1(a)(1) do not apply to statements in or omissions from the Registration Statement, any Preliminary Prospectus, the Prospectus or any Rule 482 Material or any amendment or supplement to any the foregoing made in reliance upon and elsewhere in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters as aforesaid consists of the information described as such in Section 6(c) hereof. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments to any of the foregoing and the copies of each Preliminary Prospectus and Rule 482 Material that is required to be filed with the Commission pursuant to Rule 482 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. For purposes of this Agreement:, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery. Any Rule 482 Material (if any), as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus that has not been superseded or modified.

Compliance with Registration Requirements. Each A registration statement on Form S-1 (Registration No. 333-269241) relating to the Securities, including a preliminary prospectus and such amendments to such registration statement as may have been required prior to the date of this Agreement, has been prepared by the Company under the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (collectively referred to as the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, and has been filed with the Commission. Copies of such registration statement and of each amendment thereto, if any, including the related preliminary prospectuses, heretofore filed by the Company with the Commission have been delivered to the Underwriters. The term “Registration Statement” means such registration statement on Form S-1 as amended at the time it becomes or became effective, including financial statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed to be included pursuant to Rule 430A or Rule 430B of the Rules and Regulations, as applicable. If the Company files a registration statement to register a portion of the Offered Securities or Warrant Shares and relies on Rule 462(b) of the Rules and Regulations for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time. The term “preliminary prospectus” as used herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus” means the final prospectus in connection with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing is required, the form of final prospectus included in the Registration Statement and at the effective date, except that if any Rule 462(b) Registration Statement has become effective under revised prospectus or prospectus supplement shall be provided to the 1933 Act and no stop order suspending Representative by the effectiveness of Company for use in connection with the Registration Statement Offered Securities which differs from the Prospectus (whether or any Rule 462(b) Registration Statement has been issued under not such revised prospectus or prospectus supplement is required to be filed by the 1933 Act, or order of suspension or revocation of registration Company pursuant to Section 8(e) of Rule 424(b)), the 1940 Actterm “Prospectus” shall also refer to such revised prospectus or prospectus supplement, as the case may be, from and no proceedings for any such purpose have been instituted or are pending or, after the time it is first provided to the knowledge of Representative for such use. Any reference herein to the Fund terms “amend”, “amendment” or the Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times “supplement” with respect to the Registration Statement, any Rule 462(bpreliminary prospectus or the Prospectus shall be deemed to refer to and include: (i) Registration Statement the filing of any document under the Securities Exchange Act of 1934, as amended, and any post-together with the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) after the effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, date of such preliminary prospectus or the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements date of the 1933 ActProspectus, as the 1940 Act case may be, and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or (ii) any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:document so filed.

Compliance with Registration Requirements. The Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, Act or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Fund, the Adviser or the Investment a Sub-Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Preliminary Prospectus and the Prospectus complied when filed with the Commission in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective and at the Closing Time Date (and and, if any Option Securities are purchased, at the Date of Deliveryapplicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration StatementStatement will, and the notification on Form N-8A 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and as of its date, at the Closing Time Date (and and, if any Option Securities are purchased, at the Date applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Delivery)Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory The Preliminary Prospectus (as defined below) and the information included on Schedule C Exhibit G hereto, all considered together (collectively, the “"General Disclosure Package”") and each preliminary prospectus, and any amendments or supplements thereto, did not include or will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) hereof. As used in this subsection and elsewhere in this Agreement:The Fund's registration statement on Form 8-A under the 1934 Act is effective.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time of the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the (i) any Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, and (ii) the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Fund, the Manager or the Investment AdviserDistributor, are pending or are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. Each of The Securities have been duly registered under the Securities Act pursuant to the Registration Statement and any Rule 462(b) Statement. The Registration Statement has become effective under the 1933 Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act prior to the time of any sale of Securities pursuant to such Rule 462(b) Registration Statement, and no stop order preventing or suspending the use of the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserCompany, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or becomes effective and at as of the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)date hereof, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, have been satisfied and the Registration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the 1940 requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and the Rules and Regulations and each effective date with respect thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued as of their respective dates, and at each Applicable Time and Settlement Date, as the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)case may be, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by Ladenburg expressly for use therein. For purposes of the Applicable Time (as defined below)this Agreement, the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) only information so furnished shall be Ladenburg’s name and the information included on Schedule C hereto, all considered together second paragraph under the caption “Plan of Distribution” (collectively, the “General Disclosure PackageLadenburg Information”). The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto, each preliminary prospectus, Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements theretothereto delivered and to be delivered to Ladenburg (electronically or otherwise) in connection with the offering of the Securities were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus relating to the Securities, as of its issue date and as of each Applicable Time and Settlement Date, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, or included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, prevailing at that subsequent time, not misleading. As used The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by Ladenburg specifically for use therein. At the time of the initial filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), at the time the Company or another offering participant made a bona fide offer (within the meaning, for this subsection paragraph only, of Rule 164(h)(2) of the Securities Act) and elsewhere at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. Each document incorporated by reference in the Registration Statement or the Prospectus heretofore filed, when it was filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act, and any further documents so filed and incorporated after the date of this Agreement:Agreement will, when they are filed, conform in all material respects with the requirements of the Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or no order of suspension or revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdvisers, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Trust has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Operating Partnership meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment AdviserOperating Partnership, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Operating Partnership threatened by the Commission or the state securities authority of any jurisdiction. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Operating Partnership's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement, the notification on Form N-8A Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules 1933 Act Regulations and Regulations the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission under the Indenture Act (the "1939 Act Regulations") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither At the Prospectus nor date of the Prospectus, and at each Representation Date, the Prospectus, and any amendments or and supplements thereto, at the time the Prospectus or any such amendment or supplement was issued thereto did not and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery), included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If the Operating Partnership elects to rely upon Rule 434 of the Applicable Time (as defined below)1933 Act Regulations, the Operating Partnership will comply with the requirements of Rule 482 Statement (as defined below) issued at or prior to 434. Notwithstanding the Applicable Time, if anyforegoing, the Statutory Prospectus (as defined below) representations and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, or the Prospectus made in reliance upon and elsewhere in this Agreement:conformity with information furnished to the Operating Partnership in writing by any Underwriter through Xxxxxxx Sachs expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Underwritten Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Operating Partnership has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees therefor.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Investment an Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. Each preliminary prospectus and the prospectus filed as part of the Applicable Time (effective Registration Statement or as defined below)part of any amendment thereto, or filed pursuant to Rule 497 under the Rule 482 Statement (as defined below) issued at or prior to 1933 Act, complied when so filed in all material respects with the Applicable Time, if any, the Statutory Prospectus (as defined below) Rules and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”) Regulations and each preliminary prospectusprospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and any amendments or supplements thereto, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light sale of the circumstances Securities, the Fund has complied or will comply with the requirements of Rule 111 under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund Trust or the Investment AdviserAdministrator, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification on of Form N-8A and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and if any Option Securities are purchased, at the Date of Delivery)Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, the Statutory Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively, the “"General Disclosure Package”) and each preliminary prospectus, and any amendments or supplements thereto"), did not include any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement: