Common use of Existence and Power; Investment Company Clause in Contracts

Existence and Power; Investment Company. (a) Schedule 2 attached hereto accurately and completely lists the full legal name, principal business address, the nature and jurisdiction of incorporation or organization, and fiscal year end of the Entity and the Series. The Entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as set forth on Schedule 2 attached hereto and has all corporate or trust powers and all authorizations and approvals required to carry on its business as now conducted. (b) The Entity is an open-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act of 1933, as amended (except in the case of initial seed capital shares which were issued in a transaction exempt from any registration or shares issued by a Borrower that is a master portfolio in a master-feeder or fund of funds investment structure), and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made. (c) The Series (i) has been duly established as a separate series of such Entity, and its assets and liabilities are segregated from the assets and liabilities of each other Series of such Entity, and (ii) is not subject to any liabilities of any other series of such Entity other than expenses that are not chargeable to a particular series of such Entity but which are appropriately allocated among the series of such Entity, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Entity is not subject to any liabilities of any other Entity. (d) The Borrower is not a general partner or joint venturer in any partnership or joint venture. The Borrower does not invest all of its investable assets in any other open-end investment management company or otherwise act as a feeder fund in a master-feeder or fund of funds investment structure or any other multiple investment company structure.

Existence and Power; Investment Company. (a) Schedule 2 attached hereto accurately and completely lists the full legal name, principal business address, the nature and jurisdiction of incorporation or organization, and fiscal year end of the Borrower, or if the Borrower is an Entity acting on behalf of one or more Series, of such Entity and the such Series. The Borrower, or if the Borrower is an Entity acting on behalf of one or more Series, the Entity, is duly organizedincorporated or organized (as applicable), validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as set forth on Schedule 2 attached hereto and has all corporate or trust powers and all authorizations and approvals required to carry on its business as now conducted. (b) The Borrower (unless the Borrower is the Floating Rate LLC), or if the Borrower is an Entity acting on behalf of one or more Series, the Entity is an open-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act of 1933, as amended (except in the case of initial seed capital shares which were issued in a transaction exempt from any registration or shares issued by a Borrower that is a master portfolio in a master-feeder or fund of funds investment structureregistration), and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made. (c) The If the Borrower is the Floating Rate LLC, it (i) is a closed-end, non-diversified management investment company registered as such under the Investment Company Act and its outstanding interests (A) have been duly issued and are fully paid and non-assessable, (B) are exempt from registration under the Securities Act of 1933 as amended, and (C) have been registered or are exempt from registration under all applicable state securities or so-called "Blue Sky" laws, and (ii) has adopted a fundamental policy, changeable only by a majority vote of its outstanding voting securities (as defined in the Investment Company Act), to the effect that it will make repurchase offers pursuant to Rule 23c-3 under the Investment Company Act at periodic intervals of three months to each holder of its interests. (d) If the Borrower is an Entity acting on behalf of a Series, that Series of such Entity (i) has been duly established as a separate series of such Entity, and its assets and liabilities are segregated from the assets and liabilities of each other Series of such Entity, and (ii) is not subject to any liabilities of any other series of such Entity other than expenses that are not chargeable to a particular series of such Entity but which are appropriately allocated among the series of such Entity, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. The Entity is not subject to any liabilities of any other Entity. (de) The Borrower is not a general partner or joint venturer in any partnership or joint venture. The Borrower does not invest all of its investable assets in any other open-end investment management company or or, except for the Floating Rate LLC, otherwise act as a feeder fund in employ a master-feeder or fund of funds investment structure or any other multiple investment company structure. The Floating Rate LLC acts as a master fund under a two-tier, master-feeder investment structure and does not rely on Sections 12(d)(1)(E) or 12(d)(1)(f) of the Investment Company Act.

Existence and Power; Investment Company. (a) Schedule 2 SCHEDULE 1 attached hereto accurately and completely lists the full legal name, principal business address, address and the nature and jurisdiction of incorporation or organization, and fiscal year end organization of the Entity Borrower, or if the Borrower is a Trust acting on behalf of one or more Series, of such Trust and the such Series. The Entity Borrower, or if the Borrower is a Trust acting on behalf of one or more Series, the Trust is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as set forth on Schedule 2 SCHEDULE 1 attached hereto and has all corporate or trust powers and all authorizations and approvals required to carry on its business as now conducted. (b) The Entity Borrower, or if the Borrower is a Trust acting on behalf of one or more Series, the Trust is an open-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act of 1933, as amended (except in the case of initial seed capital shares which were issued in a transaction exempt from any registration or shares issued by a Borrower that is a master portfolio in a master-feeder or fund of funds investment structure)amended, and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made. (c) The If the Borrower is a Trust acting on behalf of a Series, that Series (i) of such Trust has been duly established as a separate series of such EntityTrust, and its assets and liabilities are segregated from the assets and liabilities of each other Series of such Entity, and (ii) Trust. That Series is not subject to any liabilities of any other series Series of such Entity Trust other than expenses that are not chargeable to a particular series Series of such Entity Trust but which are appropriately allocated among the series Series of such EntityTrust, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles. The Entity Trust is not subject to any liabilities of any other EntityTrust. (d) The Borrower is not a general partner or joint venturer in any partnership or joint venture. The Borrower does not invest all of its investable assets in any other open-end investment management company or otherwise act as a feeder fund in a master-feeder or fund of funds investment structure or any other multiple investment company structure.