Representation and Warranties of the Fund and the Manager. (a) The Fund represents and warrants to, and agrees with, the Underwriter that:
Representation and Warranties of the Fund and the Manager. (a) The Fund represents and warrants to, and agrees with, the Underwriter that: (i) A registration statement on Form N-1A, including a preliminary prospectus, copies of which have heretofore been delivered to you, has been carefully prepared by the Fund in conformity with the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act"), and the published rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under such Acts, and has been filed with the Commission under both such Acts; and the Fund has so prepared and proposed so to file prior to the effective date under the 1933 Act of such registration statement an amendment to such registration statement including the final form of prospectus and the statement of additional information. Such registration statement (including all exhibits), as finally amended and supplemented at the time such registration statement becomes effective under the 1933 Act, and the prospectus and statement of additional information forming part of such registration statement, or, if different in any respect, the prospectus in the form first filed with the Commission pursuant to Rule 497(c) under the 1933 Act, are herein respectively referred to as the "Registration Statement" and the "Prospectus", and each preliminary prospectus is herein referred to as a "Preliminary Prospectus." Reference to the Prospectus and Preliminary Prospectus herein shall encompass both the prospectus and statement of additional information. (ii) The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus, and, at its date of issue, each Preliminary Prospectus conformed in all material respects with the requirements of the 1933 Act and the Rules and Regulations thereunder and did not include 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 light of the circumstances under which they were made not misleading; and, when the Registration Statement becomes effective under the 1933 Act and at all times subsequent thereto up to and including the Closing Date (as herein defined). The Registration Statement and the Prospectus and any amendments or supplements thereto, and the Notification of Registration on Form N-8A will contain all material statements and information required to b...
