Common use of Representation and Warranties of the Fund and the Manager Clause in Contracts

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse Deloitte & Touche LLP, who have expressed their opinion on said Statement, are independent accountants auditors as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse PricewaterhouseCoopers LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse Deloitte & Touche LLP, who have expressed their opinion on said Statement, are independent accountants auditors as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end non-diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof.Regulations (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse PricewaterhouseCoopers LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company. (viii) The Fund has an authorized capitalization as set forth in the Registration Statement, and all outstanding shares of beneficial interest of the Fund conform to the description thereof in the Prospectus and are duly and validly authorized and issued, fully paid and nonassessable; and the Shares, upon the issuance thereof in accordance with this Agreement, will conform to the description thereof contained in the Prospectus, and will be duly and validly authorized and issued, fully paid and nonassessable (although shareholders of the Fund may be liable for certain obligations of the Fund as set forth under the caption "Additional Information" in the Prospectus). (ix) The Fund has full legal right, power and authority to enter into this Agreement, and the execution and delivery of this Agreement by the Fund, the consummation of the transactions herein contemplated and fulfillment of the terms hereof by the Fund will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound. (xi) The Fund has full legal right, power and authority to enter into the Distribution Agreement, the Custodian Agreement, the Transfer Agency and Service Agreement and the Investment Management Agreement referred to in the Registration Statement and the execution and delivery of the Distribution Agreement, Custodian Agreement, the Transfer Agency and Service Agreement, Management Agreement and the Advisory Agreement, the consummation of the transactions therein contemplated and fulfillment of the terms thereof, will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, 2 warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse Deloitte & Touche LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof.all (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company. (viii) The Fund has an authorized capitalization as set forth in the Registration Statement, and all outstanding shares of beneficial interest of the Fund conform to the description thereof in the Prospectus and are duly and validly authorized and issued, fully paid and nonassessable; and the Shares, upon the issuance thereof in accordance with this Agreement, will conform to the description thereof contained in the Prospectus, and will be duly and validly authorized and issued, fully paid and nonassessable (although shareholders of the Fund may be liable for certain obligations of the Fund as set forth under the caption "Additional Information" in the Prospectus). (ix) The Fund has full legal right, power and authority to enter into this Agreement, and the execution and delivery of this Agreement by the Fund, the consummation of the transactions herein contemplated and fulfillment of the terms hereof by the Fund will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound. (xi) The Fund has full legal right, power and authority to enter into the Distribution Agreement, the Custodian Agreement, the Transfer Agency and Service Agreement and the Investment Management Agreement referred to in the Registration Statement and the execution and delivery of the Distribution Agreement, Custodian Agreement, the Transfer Agency and Service Agreement, Management Agreement and the Advisory Agreement, the consummation of the transactions therein contemplated and fulfillment of the terms thereof, will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and C60182--TAX-MANAGED GROWTH_UW_AGR Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse PricewaterhouseCoopers LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Z13258 2 Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse PricewaterhouseCoopers LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company. (viii) The Fund has an authorized capitalization as set forth in the Registration Statement, and all outstanding shares of beneficial interest of the Fund conform to the description thereof in the Prospectus and are duly and validly authorized and issued, fully paid and nonassessable; and the Shares, upon the issuance thereof in accordance with this Agreement, will conform to the description thereof contained in the Prospectus, and will be duly and validly authorized and issued, fully paid and nonassessable (although shareholders of the Fund may be liable for certain obligations of the Fund as set forth under the caption "Additional Information" in the Prospectus). (ix) The Fund has full legal right, power and authority to enter into this Agreement, and the execution and delivery of this Agreement by the Fund, the consummation of the transactions herein contemplated and fulfillment of the terms hereof by the Fund will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound. (x) The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Pursuant to Rule 12b-1, the Plan has been approved by the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan, cast in person at a meeting called for the purpose of voting on such Plan. (xi) The Fund has full legal right, power and authority to enter into the Distribution Agreement, the Custodian Agreement, the Transfer Agency and Service Agreement and the Investment Man- 2 3 agement Agreement referred to in the Registration Statement and the execution and delivery of the Distribution Agreement, Custodian Agreement, the Transfer Agency and Service Agreement, Management Agreement and the Advisory Agreement, the consummation of the transactions therein contemplated and fulfillment of the terms thereof, will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and C60943--FUNDAMENTAL_VALUE_UW_AGR Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse Deloitte & Touche LLP, who have expressed their opinion on said Statement, are independent accountants auditors as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and C60071--NEXTGENUA Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse PricewaterhouseCoopers LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof.be (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company. (viii) The Fund has an authorized capitalization as set forth in the Registration Statement, and all outstanding shares of beneficial interest of the Fund conform to the description thereof in the Prospectus and are duly and validly authorized and issued, fully paid and nonassessable; and the Shares, upon the issuance thereof in accordance with this Agreement, will conform to the description thereof contained in the Prospectus, and will be duly and validly authorized and issued, fully paid and nonassessable (although shareholders of the Fund may be liable for certain obligations of the Fund as set forth under the caption "Additional Information" in the Prospectus). (ix) The Fund has full legal right, power and authority to enter into this Agreement, and the execution and delivery of this Agreement by the Fund, the consummation of the transactions herein contemplated and fulfillment of the terms hereof by the Fund will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound. (x) The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Pursuant to Rule 12b-1, the Plan has been approved by the Fund's sole shareholder and by the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan, cast in person at a meeting called for the purpose of voting on such Plan. (xi) The Fund has full legal right, power and authority to enter into the Distribution Agreement, the Custodian Agreement, the Transfer Agency and Service Agreement and the Investment Management Agreement referred to in the Registration Statement and the execution and delivery of the 2

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Y16223 2 Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse PricewaterhouseCoopers LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company. (viii) The Fund has an authorized capitalization as set forth in the Registration Statement, and all outstanding shares of beneficial interest of the Fund conform to the description thereof in the Prospectus and are duly and validly authorized and issued, fully paid and nonassessable; and the Shares, upon the issuance thereof in accordance with this Agreement, will conform to the description thereof contained in the Prospectus, and will be duly and validly authorized and issued, fully paid and nonassessable (although shareholders of the Fund may be liable for certain obligations of the Fund as set forth under the caption "Additional Information" in the Prospectus). (ix) The Fund has full legal right, power and authority to enter into this Agreement, and the execution and delivery of this Agreement by the Fund, the consummation of the transactions herein contemplated and fulfillment of the terms hereof by the Fund will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound. (x) The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Pursuant to Rule 12b-1, the Plan has been approved by the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan, cast in person at a meeting called for the purpose of voting on such Plan. (xi) The Fund has full legal right, power and authority to enter into the Distribution Agreement, the Custodian Agreement, the Transfer Agency and Service Agreement and the Investment Man- 2 3 agement Agreement referred to in the Registration Statement and the execution and delivery of the Distribution Agreement, Custodian Agreement, the Transfer Agency and Service Agreement, Management Agreement and the Advisory Agreement, the consummation of the transactions therein contemplated and fulfillment of the terms thereof, will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Y10002 2 Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company. (viii) The Fund has an authorized capitalization as set forth in the Registration Statement, and all outstanding shares of beneficial interest of the Fund conform to the description thereof in the Prospectus and are duly and validly authorized and issued, fully paid and nonassessable; and the Shares, upon the issuance thereof in accordance with this Agreement, will conform to the description thereof contained in the Prospectus, and will be duly and validly authorized and issued, fully paid and nonassessable (although shareholders of the Fund may be liable for certain obligations of the Fund as set forth under the caption "Additional Information" in the Prospectus). (ix) The Fund has full legal right, power and authority to enter into this Agreement, and the execution and delivery of this Agreement by the Fund, the consummation of the transactions herein contemplated and fulfillment of the terms hereof by the Fund will be in compliance with all applicable legal requirements to which the Fund is subject and will not conflict with the terms or provisions of any order of the Commission, the Declaration of Trust or By-Laws of the Fund, or any agreement or instrument to which the Fund is a party or by which it is bound. (x) The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Pursuant to Rule 12b-1, the Plan has been approved by the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan, cast in person at a meeting called for the purpose of voting on such Plan.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse LLPDeloitte & Touche, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse LLPWaterhouse, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest common stock of the Fund or any issuance of options to purchase shares of beneficial interest common stock of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.

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 be included therein by the 1933 Act, the 1940 Act and the Rules and Regulations thereunder and will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations, warranties and agreements shall not apply to information contained in or omitted from any Preliminary Prospectus or the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon, and in conformity with, written information furnished to the Fund by or on behalf of the Underwriter, or by or on behalf of the Manager specifically for use in the preparation thereof. (iii) The Statement of Assets and Liabilities of the Fund set forth in the Statement of Additional Information fairly presents the financial position of the Fund as of the date indicated and has been prepared in accordance with generally accepted accounting principles. Price Waterhouse PricewaterhouseCoopers, LLP, who have expressed their opinion on said Statement, are independent accountants as required by the 1933 Act and Rules and Regulations thereunder. (iv) Subsequent to the dates as of which information is given in the Registration Statement and Prospectus, and except as set forth or contemplated in the Prospectus, the Fund has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the financial position of the Fund, or any change in the authorized or outstanding shares of beneficial interest of the Fund or any issuance of options to purchase shares of beneficial interest of the Fund. (v) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body pending, or to the knowledge of the Fund threatened, which might result in any material adverse change in the condition (financial or otherwise), business or prospects of the Fund, or which would materially and adversely affect its properties or assets. (vi) The Fund has been duly established and is validly existing as an unincorporated business trust under the laws of The Commonwealth of Massachusetts, with power and authority to own its property and conduct its business as described in the Prospectus; the Fund is duly qualified to do business in all jurisdictions in which the conduct of its business requires such qualification; and the Fund has no subsidiaries. (vii) The Fund is registered with the Commission under the 1940 Act as an open-end diversified management investment company.