Common use of REPRESENTATIONS AND WARRANTIES OF THE ADVISORS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ADVISORS. BAI and BFM, jointly and severally, represent and warrant to each Underwriter that: (a) Each of the Advisors is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them), and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or to qualify does not have a material adverse effect on the ability of such Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. (b) Each of the Advisors is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Act Rules and Regulations from acting under the Advisory Agreements to which it is a party for the Trust as contemplated by the Prospectus (or any amendment or supplement thereto). There does not exist any proceeding which should reasonably be expected to have a material adverse affect on the registration of either Advisor with the Commission. (c) There are no legal or governmental proceedings pending or, to the knowledge of each Advisor, threatened against such Advisor, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that should reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. (d) Neither the execution, delivery or performance of this Agreement or the Advisory Agreements by each Advisor which is a party thereto, nor the consummation by each Advisor of the transactions contemplated hereby or thereby (A) requires either Advisor to obtain any consent, approval, authorization or other order of, or registration or filing with, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over either Advisor or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or By-Laws, or other organizational documents, of such Advisor or (B) conflicts or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which either Advisor is a party or by which either Advisor or any of its properties may be bound, or materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to either Advisor or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of either Advisor pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of either Advisor is subject, except in any case under clause (A) or (B) as should not reasonably be expected to have a material adverse effect on the ability of each Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. Neither Advisor is subject to any order of any court or of any arbitrator, governmental authority or administrative agency. (e) The execution and delivery of, and the performance by each Advisor of its respective obligations under, this Agreement and the Advisory Agreements to which it is a party have been duly and validly authorized by such Advisor, and this Agreement and the Advisory Agreements to which it is a party have been duly executed and delivered by such Advisor and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes the valid and legally binding agreement of such Advisor, enforceable against such Advisor in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws, and subject to the qualification that the enforceability of the Trust's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law. (f) Each Advisor has the financial resources necessary for the performance of its services and obligations as contemplated in the Prospectus (or any amendment or supplement thereto) and under this Agreement and the Advisory Agreements to which it is a party. (g) The description of each Advisor 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 did not and will not contain an 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 the case of the Prospectus, in light of the circumstances under which they were made) not misleading. (h) Each of the Advisory Agreements complies in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (i) Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event which should reasonably be expected to have a material adverse effect on the ability of either Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. (j) Each of the Advisors has such permits, licenses, franchises and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto), except to the extent that the failure to so have should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party; each of the Advisors has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of either Advisor under any such permit, except where the revocation, termination or impairment of such Advisor's rights under such permits should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party. (k) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), neither Advisor has taken, nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any securities issued by the Trust to facilitate the sale or resale of the Shares, and neither Advisor is aware of any such action taken or to be taken by any affiliates of the Advisors who are not underwriters or dealers participating in the offering of the Shares. (l) Each Prepricing Prospectus complied when filed with the Commission in all material respects with the provisions of the 1933 Act, the 1940 Act and the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Prepricing Prospectus or the Prospectus.

REPRESENTATIONS AND WARRANTIES OF THE ADVISORS. BAI and BFM, Each of the Advisors jointly and severally, represent and warrant severally represents to each Underwriter thatand, in the case of paragraph (f), also to the Fund, as follows: (a) Each of the Advisors has been duly formed, is validly existing as a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, Delaware with full corporate power and authority to ownconduct all of the activities conducted by it, to own or lease and operate its properties all of the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them)Prospectus, and each of the Advisors is duly registered licensed and qualified to conduct its do business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualificationin which it is required to be so qualified, except where to the extent that failure to be so register qualified or to qualify does be in good standing would not have a material adverse effect on either Advisor's ability to provide services to the ability of such Fund; and each Advisor owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether foreign or domestic, necessary to perform carry on its obligations under this Agreement business as contemplated in the Registration Statement and the Advisory Agreements to which it is a partyProspectus. (b) Each of the Advisors is (i) duly registered with the Commission as an investment adviser under the Advisers Act and is (ii) not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Investment Company Act Rules and Regulations from acting under as the Advisory Agreements to which it is a party investment adviser for the Trust Fund as contemplated by the Prospectus (or any amendment or supplement thereto). There does not exist any proceeding which should reasonably be expected to have a material adverse affect on Advisory Agreements, the registration of either Advisor with Registration Statement and the CommissionProspectus. (c) There are no legal Each of the Advisors has, or governmental proceedings pending orat the relevant time had, full power and authority to enter into each of this Underwriting Agreement, the knowledge of each Advisor, threatened against such Advisor, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that should reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under this Advisory Agreement and the Sub-Investment Advisory Agreements to which it is a party. Agreement, as the case may be, (d) Neither the executioncollectively, delivery or performance of this Agreement or Underwriting Agreement, the Advisory Agreements by each Advisor which is a party thereto, nor the consummation by each Advisor of the transactions contemplated hereby or thereby (A) requires either Advisor to obtain any consent, approval, authorization or other order of, or registration or filing with, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over either Advisor or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or By-Laws, or other organizational documents, of such Advisor or (B) conflicts or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which either Advisor is a party or by which either Advisor or any of its properties may be bound, or materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to either Advisor or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of either Advisor pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of either Advisor is subject, except in any case under clause (A) or (B) as should not reasonably be expected to have a material adverse effect on the ability of each Advisor to perform its obligations under this Agreement and the Sub-Investment Advisory Agreements Agreement being referred to which it is a party. Neither Advisor is subject as the "Advisory Agreements") and to any order of any court or of any arbitrator, governmental authority or administrative agency. (e) The execution carry out all the terms and delivery of, provisions hereof and the performance thereof to be carried out by it; and each Advisor of its respective obligations under, this Advisory Agreement and the Advisory Agreements to which it is a party have has been duly and validly authorized by such Advisorauthorized, and this Agreement and the Advisory Agreements to which it is a party have been duly executed and delivered by such Advisor and, each of the Advisors; none of the Advisory Agreements violates in any material respect any of the applicable provisions of the Investment Company Act or the Advisers Act; and assuming due authorization, execution and delivery by the other parties thereto, each Advisory Agreement constitutes the a legal, valid and legally binding agreement obligation of such Advisoreach of the Advisors, enforceable against such Advisor in accordance with its terms, (i) subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (ii) except as rights to indemnity and contribution hereunder thereunder may be limited by federal or state securities laws. (d) Neither (i) the execution and delivery by each of the Advisors of any Advisory Agreement nor (ii) the consummation by either of the Advisors of the transactions contemplated by, or the performance of its obligations under, any Advisory Agreement conflicts or will conflict with, or results or will result in a breach of, the articles of incorporation or by-laws of either Advisor or any agreement or instrument to which either Advisor is a party or by which either Advisor is bound, or any law, rule or regulation, or order of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, applicable to the Advisors. (e) No consent, approval, authorization or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required for the consummation of the transactions contemplated in, or the performance by each of the Advisors of its obligations under, any Advisory Agreement, as the case may be, except such as (i) have been obtained under the Act, the Investment Company Act or the Advisers Act, and subject to (ii) may be required under state securities or "blue sky" laws, in connection with the qualification that the enforceability purchase and distribution of the Trust's obligations hereunder and thereunder may be limited APS by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating the Underwriters pursuant to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at lawthis Underwriting Agreement. (f) Each Advisor has The descriptions of the financial resources necessary for the performance of its services Advisors and obligations as contemplated in the Prospectus (or any amendment or supplement thereto) and under this Agreement their business, and the Advisory Agreements statements attributable to which it is a party. (g) The description of each Advisor the Advisors, 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 requirements of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations Act and the Advisers Investment Company Act Rules and Regulations and did not and will do not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading. (hg) Each There is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending or, to the knowledge of either of the Advisory Agreements complies in all material respects with all applicable provisions Advisors, threatened against or affecting either Advisor of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (i) Except as a nature required to be disclosed in the Registration Statement and the or Prospectus (or any amendment or supplement to either of them), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event which should that might reasonably be expected to have a result in any material adverse effect on change in the ability of either Advisor to perform fulfill its respective obligations under this Agreement and the Advisory Agreements to which it is a partyany Investment Manager Agreement. (jh) Each of Neither the Fund nor the Advisors has such permits, licenses, franchises have made available any promotional materials intended for use only by qualified broker-dealers and authorizations registered representatives thereof by means of governmental an Internet web site or regulatory authorities ("permits") as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto), except to the extent that the failure to so have should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party; each of the Advisors has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of either Advisor under any such permit, except where the revocation, termination or impairment of such Advisor's rights under such permits should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a partysimilar electronic means. (k) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), neither Advisor has taken, nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any securities issued by the Trust to facilitate the sale or resale of the Shares, and neither Advisor is aware of any such action taken or to be taken by any affiliates of the Advisors who are not underwriters or dealers participating in the offering of the Shares. (l) Each Prepricing Prospectus complied when filed with the Commission in all material respects with the provisions of the 1933 Act, the 1940 Act and the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Prepricing Prospectus or the Prospectus.

REPRESENTATIONS AND WARRANTIES OF THE ADVISORS. BAI Each of the Advisor and BFMthe Sub-Advisor, severally as to itself only and not jointly or as to any other party, represents and severally, represent and warrant warrants to each Underwriter thatas follows: (a) Each of the Advisors Such Advisor has been duly formed and is a corporation duly incorporated and validly existing in good standing as a corporation under the laws of the State jurisdiction of Delawareits organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them)Prospectus, and is duly registered and qualified to conduct its do business as a foreign corporation and is in good standing in under the laws of each jurisdiction or place where the nature of its properties or the conduct of its business which requires such registration or qualification, except where the failure to so register or to qualify does not have a material adverse effect on the ability of such Advisor to perform its obligations under this Agreement and the Advisory Management Agreements to which it is a party. (b) Each of the Advisors Such Advisor is duly registered with the Commission as an investment adviser advisor under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations, the 1940 Act Regulations or the 1940 Act Rules and Regulations from acting under the Advisory Agreements to which it is a party Management Agreement for the Trust Trust, the Sub-Advisory Agreement, the Additional Compensation Agreement or the Structuring Fee Agreement as contemplated by the Prospectus (or any amendment or supplement thereto). There does not exist any proceeding which should reasonably be expected to have a material adverse affect on the registration of either Advisor with the CommissionProspectus. (c) There are no legal or governmental proceedings pending orSuch Advisor has full power and authority to enter into this Agreement, to the knowledge of each AdvisorManagement Agreement, threatened against such Advisorthe Sub-Advisory Agreement, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that should reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under this Additional Compensation Agreement and the Advisory Agreements to which it is a party. (d) Neither the execution, delivery or performance of this Agreement or the Advisory Agreements by each Advisor which is a party thereto, nor the consummation by each Advisor of the transactions contemplated hereby or thereby (A) requires either Advisor to obtain any consent, approval, authorization or other order of, or registration or filing withStructuring Fee Agreement, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over either Advisor or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or By-Laws, or other organizational documents, of such Advisor or (B) conflicts or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which either Advisor is a party or by which either Advisor or any of its properties may be bound, or materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to either Advisor or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of either Advisor pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of either Advisor is subject, except in any case under clause (A) or (B) as should not reasonably be expected to have a material adverse effect on the ability of each Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. Neither Advisor is subject to any order of any court or of any arbitrator, governmental authority or administrative agency. (e) The execution and delivery of, and the performance by each such Advisor of its respective obligations under, this Agreement, the Management Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement and the Advisory Agreements to which it is a party Structuring Fee Agreement have been duly and validly authorized by such Advisor, ; and this Agreement, the Management Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement and the Advisory Agreements to which it is a party Structuring Fee Agreement have been duly executed and delivered by such Advisor and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes constitute the valid and legally binding agreement agreements of such Advisor, enforceable against such Advisor in accordance with its their terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws, laws and subject to the qualification that the enforceability of the Trustsuch Advisor's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at lawprinciples. (fd) Each Such Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus (or any amendment or supplement thereto) and under this Agreement, the Management Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement and the Advisory Agreements to which it is a partyStructuring Fee Agreement. (ge) The description of each such Advisor and its business, and the statements attributable to such Advisor, 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 did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectustherein, in light of the circumstances under which they were made) , not misleading. (hf) Each No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Advisor or its property is pending or, to the best knowledge of the Advisory Agreements complies in all material respects with all applicable provisions of the 1940 Actsuch Advisor, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. threatened that (i) Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event which should could reasonably be expected to have a material adverse effect on the ability of either such Advisor to perform fulfill its obligations hereunder or under this the Management Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement or the Structuring Fee Agreement or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of such Advisor, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto); and there are no agreements, contracts, indentures, leases or other instruments relating to such Advisor that are required to be described in the Advisory Agreements Registration Statement or the Prospectus or to which it is a partybe filed as an exhibit to the Registration Statement that are not described or filed as required by the Act, the 1940 Act or the Rules and Regulations. (jg) Each of the Advisors Such Advisor has such permits, licenses, franchises permits and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its properties property and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto), except to the extent that the failure to so have should not reasonably be expected to have a material adverse effect on the ability of Prospectus; such Advisor to perform its obligations under the Advisory Agreements to which it is a party; each of the Advisors has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of either such Advisor under any such permit. (h) This Agreement, the Management Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement and the Structuring Fee Agreement comply in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (i) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Management Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement or the Structuring Fee Agreement, except where such as have been made or obtained under the revocationAct and the 1940 Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Prospectus. (j) Neither the execution, termination delivery or impairment performance of this Agreement or the Management Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement and the Structuring Fee Agreement, nor the consummation by the Trust or such Advisor of the transactions herein or therein contemplated (i) conflicts or will conflict with or constitutes or will constitute a breach of the charter or by-laws of such Advisor's rights under , (ii) conflicts or will conflict with or constitutes or will constitute a breach of or a default under, any agreement, indenture, lease or other instrument to which such permits should not reasonably Advisor is a party or by which it or any of its properties may be expected bound or (iii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to have a material adverse effect on such Advisor or any of its properties or will result in the ability creation or imposition of any lien, charge or encumbrance upon any property or assets of such Advisor pursuant to perform its obligations under the Advisory Agreements terms of any agreement or instrument to which it such Advisor is a partyparty or by which such Advisor may be bound or to which any of the property or assets of such Advisor is subject. (k) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), neither Such Advisor has not taken, nor will it take, directly or indirectly, any action designed to or which that would constitute or that might reasonably be expected to cause or result in in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any securities issued by security of the Trust to facilitate the sale or resale of the SharesSecurities, and neither such Advisor is not aware of any such action taken or to be taken by any affiliates of such Advisor, other than such actions as taken by the Advisors who Underwriters that are not underwriters or dealers participating in the offering affiliates of the SharesAdvisor, so long as such actions are in compliance with all applicable law. (l) Each Prepricing Prospectus complied when filed In the event that the Trust or such Advisor makes available any promotional materials intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, such Advisor will install and maintain pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than qualified broker-dealers and registered representatives thereof. Any certificate signed by any officer of such Advisor and delivered to the Representatives or counsel for the Underwriters in connection with the Commission in all material respects with the provisions offering of the 1933 ActSecurities shall be deemed a representation and warranty by such Advisor, the 1940 Act and the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Prepricing Prospectus or the Prospectusas to matters covered therein, to each Underwriter.

REPRESENTATIONS AND WARRANTIES OF THE ADVISORS. BAI and BFM, jointly and severally, represent and warrant to each Underwriter that: (a) Each of the Advisors is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them), and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or to qualify does not have a material adverse effect on the ability of such Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. (b) Each of the Advisors is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Act Rules and Regulations from acting under the Advisory Agreements to which it is a party for the Trust as contemplated by the Prospectus (or any amendment or supplement thereto). There does not exist any proceeding which should reasonably be expected to have a material adverse affect on the registration of either Advisor with the Commission. (c) There are no legal or governmental proceedings pending or, to the knowledge of each Advisor, threatened against such Advisor, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that should reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. (d) Neither the execution, delivery or performance of this Agreement or the Advisory Agreements by each Advisor which is a party thereto, nor the consummation by each Advisor of the transactions contemplated hereby or thereby (A) requires either Advisor to obtain any consent, approval, authorization or other order of, or registration or filing with, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over either Advisor or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or By-Laws, or other organizational documents, of such Advisor or (B) conflicts or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which either Advisor is a party or by which either Advisor or any of its properties may be bound, or materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to either Advisor or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of either Advisor pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of either Advisor is subject, except in any case under clause (A) or (B) as should not reasonably be expected to have a material adverse effect on the ability of each Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. Neither Advisor is subject to any order of any court or of any arbitrator, governmental authority or administrative agency. (e) The execution and delivery of, and the performance by each Advisor of its respective obligations under, this Agreement and the Advisory Agreements to which it is a party have been duly and validly authorized by such Advisor, and this Agreement and the Advisory Agreements to which it is a party have been duly executed and delivered by such Advisor and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes the valid and legally binding agreement of such Advisor, enforceable against such Advisor in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws, and subject to the qualification that the enforceability of the Trust's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at law. (f) Each Advisor has the financial resources necessary for the performance of its services and obligations as contemplated in the Prospectus (or any amendment or supplement thereto) and under this Agreement and the Advisory Agreements to which it is a party. (g) The description of each Advisor 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 did not and will not contain an 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 the case of the Prospectus, in light of the circumstances under which they were made) not misleading. (h) Each of the Advisory Agreements complies in all material respects with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (i) Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event which should reasonably be expected to have a material adverse effect on the ability of either Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. (j) Each of the Advisors has such permits, licenses, franchises and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto), except to the extent that the failure to so have should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party; each of the Advisors has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of either Advisor under any such permit, except where the revocation, termination or impairment of such Advisor's rights under such permits should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party. (k) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), neither Advisor has taken, nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any securities issued by the Trust to facilitate the sale or resale of the Shares, and neither Advisor is aware of any such action taken or to be taken by any affiliates of the Advisors who are not underwriters or dealers participating in the offering of the Shares. (l) Each Prepricing Prospectus complied when filed with the Commission in all material respects with the provisions of the 1933 Act, the 1940 Act and the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Prepricing Prospectus or the Prospectus.

REPRESENTATIONS AND WARRANTIES OF THE ADVISORS. BAI and BFM, Each of the Advisors jointly and severally, represent and warrant severally represents to each Underwriter thatand, in the case of paragraph (f), also to the Fund, as follows: (a) Each of the Advisors has been duly formed, is validly existing as a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, Delaware with full corporate power and authority to ownconduct all of the activities conducted by it, to own or lease and operate its properties all of the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement to either of them)Prospectus, and each of the Advisors is duly registered licensed and qualified to conduct its do business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualificationin which it is required to be so qualified, except where to the extent that failure to be so register qualified or to qualify does be in good standing would not have a material adverse effect on either Advisor’s ability to provide services to the ability of such Fund; and each Advisor owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether foreign or domestic, necessary to perform carry on its obligations under this Agreement business as contemplated in the Registration Statement and the Advisory Agreements to which it is a partyProspectus. (b) Each of the Advisors is (i) duly registered with the Commission as an investment adviser under the Advisers Act and is (ii) not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Investment Company Act Rules and Regulations from acting under as the Advisory Agreements to which it is a party investment adviser for the Trust Fund as contemplated by the Prospectus (or any amendment or supplement thereto). There does not exist any proceeding which should reasonably be expected to have a material adverse affect on Advisory Agreements, the registration of either Advisor with Registration Statement and the CommissionProspectus. (c) There are no legal Each of the Advisors has, or governmental proceedings pending orat the relevant time had, full power and authority to enter into each of this Underwriting Agreement and the knowledge of each AdvisorAdvisory Agreements, threatened against such Advisoras the case may be, that are required and to carry out all the terms and provisions hereof and thereof to be described in carried out by it; and each of the Registration Statement or the Prospectus (or any amendment or supplement to either of them) but are not described as required or that should reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under this Underwriting Agreement and the Advisory Agreements have been duly and validly authorized, executed and delivered by each of the Advisors; none of the Underwriting Agreement and the Advisory Agreements violates in any material respect any of the applicable provisions of the Investment Company Act or the Advisers Act; and assuming due authorization, execution and delivery by the other parties thereto, the Underwriting Agreement and each Advisory Agreement constitutes a legal, valid and binding obligation of each of the Advisors, enforceable in accordance with its terms, (i) subject, as to which it enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a partyproceeding in equity or at law) and (ii) except as rights to indemnity thereunder may be limited by federal or state securities laws. (d) Neither (i) the execution, execution and delivery or performance of this Agreement or the Advisory Agreements by each Advisor which is a party thereto, of the Advisors of the Underwriting Agreement and any Advisory Agreement nor (ii) the consummation by each Advisor either of the Advisors of the transactions contemplated hereby or thereby (A) requires either Advisor to obtain any consent, approval, authorization or other order ofby, or registration or filing with, the Commission, the NASDperformance of its obligations under, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over either Advisor or Advisory Agreement conflicts or will conflict with with, or constitutes results or will constitute result in a breach of or a default underof, the certificate articles of incorporation or Byby-Laws, or other organizational documents, laws of such either Advisor or (B) conflicts any agreement or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which either Advisor is a party or by which either Advisor or any of its properties may be is bound, or materially violates or will materially violate any material statute, law, regulation rule or judgmentregulation, injunction, order or decree applicable to either Advisor or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of either Advisor pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of either Advisor is subject, except in any case under clause (A) or (B) as should not reasonably be expected to have a material adverse effect on the ability of each Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. Neither Advisor is subject to any order of any court court, governmental instrumentality, securities exchange or of any association or arbitrator, governmental authority whether foreign or administrative agencydomestic, applicable to the Advisors. (e) The execution and delivery ofNo consent, and approval, authorization or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required for the consummation of the transactions contemplated in, or the performance by each Advisor of the Advisors of its respective obligations under, this the Underwriting Agreement and any Advisory Agreement, as the Advisory Agreements to which it is a party case may be, except such as (i) have been duly and validly authorized by such Advisorobtained under the Act, the Investment Company Act or the Advisers Act, and this Agreement (ii) may be required under state securities or “blue sky” laws, in connection with the purchase and distribution of the Advisory Agreements to which it is a party have been duly executed and delivered by such Advisor and, assuming due authorization, execution and delivery APS by the other parties thereto, each constitutes the valid and legally binding agreement of such Advisor, enforceable against such Advisor in accordance with its terms, except as rights Underwriters pursuant to indemnity and contribution hereunder may be limited by federal or state securities laws, and subject to the qualification that the enforceability of the Trust's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at lawthis Underwriting Agreement. (f) Each Advisor has The descriptions of the financial resources necessary for the performance of its services Advisors and obligations as contemplated in the Prospectus (or any amendment or supplement thereto) and under this Agreement their business, and the Advisory Agreements statements attributable to which it is a party. (g) The description of each Advisor the Advisors, 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 requirements of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and Regulations Act and the Advisers Investment Company Act Rules and Regulations and did not and will do not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading. (hg) Each There is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending or, to the knowledge of either of the Advisory Agreements complies in all material respects with all applicable provisions Advisors, threatened against or affecting either Advisor of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations. (i) Except as a nature required to be disclosed in the Registration Statement and the or Prospectus (or any amendment or supplement to either of them), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event which should that might reasonably be expected to have a result in any material adverse effect on change in the ability of either Advisor to perform fulfill its respective obligations under this Agreement and any of the Advisory Agreements to which it is a partyAgreements. (jh) Each of Neither the Fund nor the Advisors has such permits, licenses, franchises have made available any promotional materials intended for use only by qualified broker-dealers and authorizations registered representatives thereof by means of governmental an Internet web site or regulatory authorities ("permits") as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto), except to the extent that the failure to so have should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party; each of the Advisors has fulfilled and performed all its material obligations similar electronic means with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of either Advisor under any such permit, except where the revocation, termination or impairment of such Advisor's rights under such permits should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party. (k) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), neither Advisor has taken, nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any securities issued by the Trust to facilitate the sale or resale of the Shares, and neither Advisor is aware of any such action taken or to be taken by any affiliates of the Advisors who are not underwriters or dealers participating in the offering of the Sharescontemplated by this Agreement. (l) Each Prepricing Prospectus complied when filed with the Commission in all material respects with the provisions of the 1933 Act, the 1940 Act and the Rules and Regulations. The Commission has not issued any order preventing or suspending the use of any Prepricing Prospectus or the Prospectus.

REPRESENTATIONS AND WARRANTIES OF THE ADVISORS. BAI and BFMThe Advisors, jointly and severally, represent represents and warrant warrants to and agrees with each Underwriter of the Underwriters that: (a) Each of the Advisors The Manager is a corporation duly incorporated and validly existing as a Delaware limited liability company, the Subadvisor is validly existing as a Delaware limited liability company and each Advisor has been duly organized and is in good standing under the laws of the State jurisdiction of Delawareits organization, with full corporate has the power and authority to own, own or lease and operate its properties property and to conduct its business as described in each of the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement to either of them), and is duly registered and qualified to conduct its transact business and is in good standing in each jurisdiction or place where the nature of its properties or in which the conduct of its business or its ownership or leasing of property requires such registration or qualification, except where to the extent that the failure to be so register qualified or be in good standing (i) could reasonably be expected, singly or in the aggregate, to qualify does not have a material adverse effect on such Advisor’s performance of this Agreement or the consummation of any of the transactions herein contemplated or (ii) could reasonably be expected, singly or in the aggregate, to have a material adverse effect on the ability condition (financial or otherwise), prospects, earnings, business, operations or properties of such Advisor, whether or not arising from transactions in the ordinary course of business (“Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a partyMaterial Adverse Effect”). No Advisor has any subsidiaries. (b) Each of the Advisors Advisor is duly registered with the Commission as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Investment Company Act Rules and Regulations from acting under the Advisory Agreements Management Agreement as an investment adviser to which it is a party for the Trust Fund as contemplated by each of the Registration Statement, the Time of Sale Prospectus (and the Prospectus, in the case of the Manager, or any amendment from acting as the Subadvisor under the Subadvisory Agreement, in the case of the Subadvisor, and no order of suspension or supplement thereto). There does not exist any proceeding which should reasonably be expected to have a material adverse affect on the revocation of such registration of either Advisor with has been issued or proceedings therefor initiated or threatened by the Commission. (c) Each of this Agreement, the Management Agreement, the Subadvisory Agreement, the Structuring and Syndication Fee Agreement between the Advisors and Xxxxxx Xxxxxxx & Co. LLC (the “Xxxxxx Xxxxxxx Fee Agreement”), the Structuring Fee Agreement between the Advisors and [NAME] (the “[NAME] Fee Agreement”) and [other agreements executed by the Advisors] (this Agreement, the Management Agreement, the Subadvisory Agreement, the Xxxxxx Xxxxxxx Fee Agreement, the [NAME] Fee Agreement and [other agreements executed by the Manager or the Subadvisor] are referred to herein, collectively, as the “Advisor Agreements”) has been duly authorized, executed and delivered by such Advisor and complies with all applicable provisions of the Acts, the Advisers Act and the applicable Rules and Regulations. Each of the Advisor Agreements is a valid and binding agreement of such Advisor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and by equitable principles of general applicability. (d) The execution and delivery by each of the Advisors of, and the performance by such Advisor of its obligations under the applicable Advisor Agreement will not contravene any provision of applicable law or the organizational and operative agreements of such Advisor, or any agreements or other instrument binding upon such Advisor that is material to such Advisor, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Advisor, whether foreign or domestic. No consent, approval, authorization, order or permit of, or qualification with, any governmental body or agency, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required for the performance by any Advisor of its obligations under the applicable Advisor Agreements, except such as have been obtained and as may be required by the Acts, the Advisers Act, the Exchange Act or the applicable Rules and Regulations, or by the securities or Blue Sky laws of the various states and foreign jurisdictions in connection with the offer and sale of the Shares. (e) There are no legal or governmental proceedings pending oror threatened to which an Advisor is a party or to which any of the properties of an Advisor is subject (i) other than proceedings accurately described in all material respects in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and proceedings that would not, singly or in the aggregate, have an Advisor Material Adverse Effect, or on the power or ability of an Advisor to perform its obligations under this Agreement or to consummate the knowledge transactions contemplated by each of each Advisorthe Registration Statement, threatened against such Advisor, the Time of Sale Prospectus and the Prospectus or (ii) that are required to be described in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus (and are not so described; and there are no statutes, regulations, contracts or any amendment other documents that are required to be described in the Registration Statement, the Time of Sale Prospectus or supplement the Prospectus or to either of them) but be filed as exhibits to the Registration Statement that are not described or filed as required or that should reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. (d) Neither the execution, delivery or performance of this Agreement or the Advisory Agreements by each Advisor which is a party thereto, nor the consummation by each Advisor of the transactions contemplated hereby or thereby (A) requires either Advisor to obtain any consent, approval, authorization or other order of, or registration or filing with, the Commission, the NASD, any state securities commission, any national securities exchange, any arbitrator, any court, regulatory body, administrative agency or other governmental body, agency or official having jurisdiction over either Advisor or conflicts or will conflict with or constitutes or will constitute a breach of or a default under, the certificate of incorporation or By-Laws, or other organizational documents, of such Advisor or (B) conflicts or will conflict with or constitutes or will constitute a material breach of or a default under, any material agreement, indenture, lease or other instrument to which either Advisor is a party or by which either Advisor or any of its properties may be bound, or materially violates or will materially violate any material statute, law, regulation or judgment, injunction, order or decree applicable to either Advisor or any of its properties or will result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of either Advisor pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of the property or assets of either Advisor is subject, except in any case under clause (A) or (B) as should not reasonably be expected to have a material adverse effect on the ability of each Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. Neither Advisor is subject to any order of any court or of any arbitrator, governmental authority or administrative agency. (e) The execution and delivery of, and the performance by each Advisor of its respective obligations under, this Agreement and the Advisory Agreements to which it is a party have been duly and validly authorized by such Advisor, and this Agreement and the Advisory Agreements to which it is a party have been duly executed and delivered by such Advisor and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes the valid and legally binding agreement of such Advisor, enforceable against such Advisor in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws, and subject to the qualification that the enforceability of the Trust's obligations hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and by general equitable principles whether enforcement is considered in a proceeding in equity or at lawrequired. (f) Each of the Advisors has all necessary consents, authorizations, approvals, orders (including exemptive orders), certificates and permits of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to conduct its business in the manner described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, except to the extent that the failure to obtain or file the foregoing would not, singly or in the aggregate, have an Advisor Material Adverse Effect or a Fund Material Adverse Effect. (g) Each of the Advisors has the financial resources available to it necessary for the performance of its services and obligations as contemplated in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and by the applicable Advisor Agreement. (or any amendment or supplement theretoh) and under this The Management Agreement and the Advisory Agreements to Subadvisory Agreement are in full force and effect and neither the Fund nor any of the Advisors are in default thereunder, and, no event has occurred which it is with the passage of time or the giving of notice or both would constitute a partydefault under such document. (gi) The All information furnished by the Advisors for use in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, including, without limitation, the description of each Advisor 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 ActAdvisors, does not, and on the 1940 ActClosing Date will not, the Advisers Act, the Rules and Regulations and the Advisers Act Rules and Regulations and did not and will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) such information not misleading. (hj) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, prospects, properties or operations of any Advisor from that set forth in the Time of Sale Prospectus, and there have been no transactions entered into by any Advisor which are material to an Advisor other than those in the ordinary course of its business or as described in the Time of Sale Prospectus. (k) Each of the Advisors maintains a system of internal controls designed to provide reasonable assurance that (i) transactions effectuated by it under the applicable Advisory Agreements complies Agreement are executed in accordance with its management’s general or specific authorization; and (ii) access to the Fund’s assets is permitted only in accordance with its management’s general or specific authorization. (i) There has been no material unauthorized access or disclosure, or other similar compromise relating to any Advisors’ information technology and computer systems, data and databases used by the Fund (collectively, “IT Systems and Data”), and (ii) each of the Advisors has implemented controls, policies, procedures, and technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and security of its IT Systems and Data reasonably consistent in all material respects with industry standards and practices, or as required by applicable regulatory standards. Each of the Advisors is presently in material compliance with all applicable provisions laws and regulations relating to the privacy and security of its IT Systems and Data and to the 1940 Actprotection of such IT Systems and Data from unauthorized use, the 1940 Act Rules and Regulationsaccess, the Advisers Act and the Advisers Act Rules and Regulationsmisappropriation or modification. (i) Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), there has not occurred any event which should reasonably be expected to have a material adverse effect on the ability of either Advisor to perform its obligations under this Agreement and the Advisory Agreements to which it is a party. (j) Each None of the Advisors has such permitsor their affiliates, licensesor any director, franchises and authorizations of governmental officer, or regulatory authorities ("permits") as are necessary to own its properties and to conduct its business in the manner described in the Prospectus (and any amendment or supplement thereto)employee thereof, except or, to the extent that the failure to so have should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party; each Advisors’ knowledge, any agent or representative of the Advisors or of any of their affiliates, has fulfilled and performed all its material obligations with respect taken or will take any action in furtherance of an offer, payment, promise to such permits and no event has occurred which allowspay, or after notice authorization or lapse of time would allow, revocation or termination thereof or results in any other material impairment approval of the rights payment, giving or receipt of either Advisor under any such permitmoney, except where the revocationproperty, termination gifts or impairment anything else of such Advisor's rights under such permits should not reasonably be expected to have a material adverse effect on the ability of such Advisor to perform its obligations under the Advisory Agreements to which it is a party. (k) Except as stated in this Agreement and in the Prospectus (and in any amendment or supplement thereto), neither Advisor has taken, nor will it takevalue, directly or indirectly, to any action designed Government Official in order to influence official action, or which might reasonably be expected to cause or result any person in stabilization or manipulation of the price violation of any securities issued by the Trust to facilitate the sale or resale of the Shares, and neither Advisor is aware of any such action taken or to be taken by any affiliates applicable anti-corruption laws; (ii) each of the Advisors who and its affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) the Advisors will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. (n) The operations of each Advisor are not underwriters and have been conducted at all times in material compliance with the Anti-Money Laundering Laws, and no action, suit or dealers proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such Advisor with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Advisor, threatened. (i) None of the Advisors, or any director, officer, or employee thereof, or, to the Advisors’ knowledge, any agent, affiliate or representative of the Advisors, is an individual or entity (“Advisor Person”) that is, or is owned or controlled by one or more Advisor Persons that are: (A) the subject of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). (ii) The Advisors will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other Advisor Person: (A) to fund or facilitate any activities or business of or with any Advisor Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Advisor Person (including any Advisor Person participating in the offering of the Sharesoffering, whether as underwriter, adviser, investor or otherwise). (liii) Each Prepricing Prospectus complied when filed The Advisors have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Advisor Person, or in any country or territory, that at the Commission in all material respects with the provisions time of the 1933 Act, dealing or transaction is or was the 1940 Act and the Rules and Regulations. The Commission has not issued any order preventing or suspending the use subject of any Prepricing Prospectus or the ProspectusSanctions.