Common use of Representations and Warranties by the Advisers Clause in Contracts

Representations and Warranties by the Advisers. Each of the Advisers represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent to the Fund, as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows: (i) GOOD STANDING OF THE ADVISERS. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware (in the case of the Investment Adviser) and as a corporation under the laws of the State of Virginia (in the case of the Investment Sub-Adviser), with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the Adviser's ability to perform its obligations under the Management Agreement (in the case of the Investment Adviser) or the Sub-Advisory Agreement (in the case of the Investment Sub-Adviser). (ii) INVESTMENT ADVISER STATUS. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Management Agreement and the Sub-Advisory Agreement for the Fund as contemplated by the Prospectus. (iii) DESCRIPTION OF THE ADVISERS. The description of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties by the Advisers. Each of the Advisers represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent to the Fund, as of the date hereof, hereof and as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows: (i) GOOD STANDING OF THE ADVISERSGood Standing of the Advisers. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company corporation or partnership, as the case may be, under the laws of the state of Delaware (in the case of the Investment Adviser) and as a corporation under the laws of the State of Virginia (in the case of the Investment Sub-Adviser)Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the Adviser's ability to perform its obligations under the Management Agreement (in the case of the Investment Adviser) or the Sub-Advisory Agreement (in the case of the Investment Sub-Adviser). (ii) INVESTMENT ADVISER STATUSInvestment Adviser Status. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Management Advisory Agreement and the Sub-Advisory Subadvisory Agreement to which it is a party for the Fund as contemplated by the Prospectus. (iii) DESCRIPTION OF THE ADVISERSDescription of the Advisers. The description of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply complies in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties by the Advisers. Each of the Advisers (in each case only with respect to itself and not the other Adviser) represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent represents to the Fund, as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows: (i) GOOD STANDING OF THE ADVISERS. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware (Delaware, in the case of the Investment Adviser) , and as a corporation under the laws of the State state of Virginia (California, in the case of the Investment Sub-Adviser), with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the such Adviser's ability to perform its obligations under the Management Advisory Agreement (in the case of the Investment Adviser) or the Sub-Advisory Agreement (in the case of the Investment Sub-Adviser). (ii) INVESTMENT ADVISER STATUS. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under under, as applicable, the Management Advisory Agreement and the Sub-Advisory Agreement for the Fund as contemplated by the Prospectus. (iii) DESCRIPTION OF THE ADVISERS. The description of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply complies in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties by the Advisers. Each of the Advisers represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent to the Fund, as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows: (i) : GOOD STANDING OF THE ADVISERS. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state State of Delaware (in the case of the Investment Adviser) and as a corporation under the laws of the State of Virginia (in the case of the Investment Sub-Adviser), with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the Adviser's ability to perform its obligations under the Management Agreement (in the case of the Investment Adviser) or the Sub-Advisory Agreement (in the case of the Investment Sub-AdviserManager). (ii) . INVESTMENT ADVISER STATUS. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Management Agreement and the Sub-Advisory Agreement for the Fund as contemplated by the Prospectus. (iii) . DESCRIPTION OF THE ADVISERS. The description of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties by the Advisers. Each of the Advisers represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent represents to the Fund, as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows: (i) : GOOD STANDING OF THE ADVISERS. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware (Delaware, in the case of the Investment Adviser) and as a corporation under the laws of the State of Virginia (, or Missouri, in the case of the Investment Sub-Adviser), with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the Adviser's ability to perform its obligations under the Management Advisory Agreement (in the case of the Investment Adviser) or the Investment Sub-Advisory Agreement (in the case of the Investment Sub-Adviser). (ii) . INVESTMENT ADVISER STATUS. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Management Advisory Agreement and the Investment Sub-Advisory Agreement for the Fund as contemplated by the Prospectus. (iii) . DESCRIPTION OF THE ADVISERS. The description of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties by the Advisers. Each of the Advisers represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent to the Fund, as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows: (i) GOOD STANDING OF THE ADVISERS. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware (Delaware, in the case of the Investment Adviser) Adviser and as a corporation under the laws of the State of Virginia (Wisconsin, in the case of the Investment Sub-Adviser)Manager, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the Adviser's ability to perform its obligations under the Management Agreement (in the case of the Investment Adviser) or the Sub-Advisory Agreement (in the case of the Investment Sub-AdviserManager). (ii) INVESTMENT ADVISER STATUS. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Management Agreement and the Sub-Advisory Agreement for the Fund as contemplated by the Prospectus. (iii) DESCRIPTION OF THE ADVISERS. The description of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties by the Advisers. Each of the Advisers Adviser represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent to the Fund, as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as followsfollows with respect to itself: (i) GOOD STANDING OF THE ADVISERSGood Standing of the Adviser. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company partnership or limited company, as the case may be, under the laws of the state of Delaware (in the case of the Investment Adviser) and as a corporation under Illinois or the laws of the State of Virginia (in United Kingdom, as the case of the Investment Sub-Adviser)may be, with full limited partnership power or limited company power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that where failure to so qualify or to be so qualified and in good standing would not have result in a material adverse effect on the Adviser's ability to perform its obligations under the Management Agreement (in the case of the Investment Adviser) or the Sub-Advisory Agreement (in the case of the Investment Sub-Adviser)effect. (ii) INVESTMENT ADVISER STATUSAdviser's Status. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Management Agreement and the Sub-Advisory Agreement for the Fund as contemplated by the Prospectus. (iii) DESCRIPTION OF THE ADVISERSDescriptions of the Adviser. The description descriptions of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and does are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Representations and Warranties by the Advisers. Each of the Advisers represents and warrants to each Underwriter, and in the case of paragraph (iii) also represent to the Fund, as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof as follows: (i) GOOD STANDING OF THE ADVISERS. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware (in the case of the Investment Adviser) and as a corporation under the laws of the State of Virginia (in the case of the Investment Sub-Adviser)Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and each is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except to the extent that failure to be so qualified and in good standing would not have a material adverse effect on the Adviser's ability to perform its obligations under the Investment Advisory Agreement and the Investment Management Agreement (in the case of the Investment Adviser) or the Sub-Advisory Agreement (in the case of the Investment Sub-Adviser)to which it is a party. (ii) INVESTMENT ADVISER STATUS. Such Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Management Investment Advisory Agreement and the Sub-Advisory Investment Management Agreement for the Fund as contemplated by the Prospectus. (iii) DESCRIPTION OF THE ADVISERS. The description of such Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) complied and comply in all material respects with the provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.