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

Existence and Power; Investment Company. (a) The Investment Company of which it is a part is validly existing and in good standing under the laws of the state of its formation. Such Investment Company has all corporate or trust powers, and such Investment Company and such Borrower has all authorizations and approvals, in each case, required to carry on its business as now conducted. (b) The Investment Company of which it is a part 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), 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) Such Borrower has been duly established as a separate fund of the Investment Company of which it is a part, and its assets and liabilities are segregated from the assets and liabilities of each other Borrower. Such Borrower is not subject to any liabilities of any other Borrower, OTHER THAN expenses that are not chargeable to a particular Borrower but which are appropriately allocated among all Borrowers.