Common use of Representations and Warranties of the Investment Advisor Clause in Contracts

Representations and Warranties of the Investment Advisor. The Investment Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Investment Advisor has been duly organized and is validly existing as a limited partnership under the laws of the State of Illinois, with full limited partnership power and authority to own or lease its properties and conduct its business as described in the Registration Statement. The Investment Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement has been duly authorized, executed and delivered by the Investment Advisor, and constitutes a valid, legal, and binding obligation of the Investment Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Investment Advisor has full power and authority to enter into each Advisor Agreement. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Investment Advisor, threatened against the Investment Advisor before any court or administrative agency or otherwise which if determined adversely to the Investment Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement and the Prospectus. (d) Neither the Investment Advisor, nor to the Investment Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Investment Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Investment Advisor or its respective businesses, assets, employees, partners, officers and directors are in full force and effect, and the Investment Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Investment Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Investment Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Investment Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Partnership Agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Partnership Agreement of the Investment Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Investment Advisor is a party or any order, rule or regulation applicable to the Investment Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Investment Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements as contemplated by the Registration Statement and the Prospectus (or any amendment or supplement thereto). (i) The Investment Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement and the Prospectus (or any amendment or supplement thereto) and under this Agreement and the Advisor Agreements. (j) The description of the Investment Advisor, its business, and the statements attributable to the Investment Advisor, in the Registration Statement and the Prospectus (and any amendment or supplement thereto) or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, 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 necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Prospectus, there have been no transactions entered into by the Investment Advisor which are material to the Investment Advisor other than in the ordinary course of its business. (l) Each Advisor Agreement complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Investment Advisor. The Investment Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Investment Advisor has been duly organized and is validly existing as a limited partnership corporation under the laws of the State Commonwealth of IllinoisMassachusetts, with full limited partnership corporate power and authority to own or lease its properties and conduct its business as described in the Registration StatementProspectus and the Disclosure Package. The Investment Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement has been duly authorized, executed and delivered by the Investment Advisor, and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal, and binding obligation of the Investment Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Investment Advisor has full power and authority to enter into each Advisor Agreement. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Investment Advisor, threatened against the Investment Advisor before any court or administrative agency or otherwise which (1) that is required to be described in the Registration Statement, the Prospectus or the Disclosure Package that are not so described, or (2) which, if determined adversely to the Investment Advisor might would have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package. (d) Neither Except as stated in this Agreement and the Prospectus, the Investment Advisor, nor to the Investment Advisor's knowledge, any of its affiliates, Advisor has taken or may takenot taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or which has constituted or which might reasonably be expected to constituteotherwise, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Investment Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Investment Advisor or its respective businesses, assets, employees, partners, officers and directors are in full force and effect, and the Investment Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Investment Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Investment Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission commission, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Investment Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Partnership Agreement Articles of Organization (the "Charter") or By-Laws or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Partnership Agreement Charter or By-Laws of the Investment Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Investment Advisor is a party or any order, rule or regulation applicable to the Investment 10 Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Investment Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements as contemplated by the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto)Disclosure Package. (i) The Investment Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto) Disclosure Package and under this Agreement and the Advisor Agreements. (j) The description of the Investment Advisor, its business, and the statements attributable to the Investment Advisor, in the Registration Statement Statement, the Prospectus and the Prospectus (and any amendment or supplement thereto) Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, 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 necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the Prospectus, there have been no transactions entered into by the Investment Advisor which are material to the Investment Advisor other than in the ordinary course of its business. (l) Each Advisor Agreement complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Investment Advisor. The Investment Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Investment Advisor has been duly organized and is validly existing as a limited partnership corporation under the laws of the State Commonwealth of IllinoisMassachusetts, with full limited partnership corporate power and authority to own or lease its properties and conduct its business as described in the Registration StatementProspectus and the Disclosure Package. The Investment Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement has been duly authorized, executed and delivered by the Investment Advisor, and assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal, and binding obligation of the Investment Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Investment Advisor has full power and authority to enter into each Advisor Agreement. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Investment Advisor, threatened against the Investment Advisor before any court or administrative agency or otherwise which (1) that is required to be described in the Registration Statement, the Prospectus or the Disclosure Package that is not so described, or (2) which, if determined adversely to the Investment Advisor might would have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package. (d) Neither Except as stated in this Agreement and the Prospectus, the Investment Advisor, nor to the Investment Advisor's knowledge, any of its affiliates, Advisor has taken or may takenot taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or which has constituted or which might reasonably be expected to constituteotherwise, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Investment Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Investment Advisor or its respective businesses, assets, employees, partners, officers and directors are in full force and effect, and the Investment Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Investment Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Incentive Agreement, the Structuring Agreement and the Wholesaler Agreement, the Investment Advisor has not incurred any liability for any finder's ’s or broker's ’s fee, or agent's commission ’s commission, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Investment Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Partnership Agreement Articles of Organization (the “Charter”) or By-Laws or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Partnership Agreement Charter or By-Laws of the Investment Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Investment Advisor is a party or any order, rule or regulation applicable to the Investment Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Investment Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements as contemplated by the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto)Disclosure Package. (i) The Investment Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto) Disclosure Package and under this Agreement and the other Advisor Agreements. (j) The description of the Investment Advisor, its business, and the statements attributable to the Investment Advisor, in the Registration Statement Statement, the Prospectus and the Prospectus (and any amendment or supplement thereto) Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, 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 a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the ProspectusDisclosure Package, there have been no transactions entered into by the Investment Advisor which are material to the Investment Advisor other than in the ordinary course of its business. (l) Each Advisor The Advisory Agreement complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Investment Advisor. The Investment Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Investment Advisor has been duly organized and is validly existing as a limited partnership corporation under the laws of the State Commonwealth of IllinoisMassachusetts, with full limited partnership corporate power and authority to own or lease its properties and conduct its business as described in the Registration StatementProspectus and the Disclosure Package. The Investment Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement has been duly authorized, executed and delivered by the Investment Advisor, and assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal, and binding obligation of the Investment Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Investment Advisor has full power and authority to enter into each Advisor Agreement. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Investment Advisor, threatened against the Investment Advisor before any court or administrative agency or otherwise which (1) that is required to be described in the Registration Statement, the Prospectus or the Disclosure Package that is not so described, or (2) which, if determined adversely to the Investment Advisor might would have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package. (d) Neither Except as stated in this Agreement and the Prospectus, the Investment Advisor, nor to the Investment Advisor's knowledge, any of its affiliates, Advisor has taken or may takenot taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or which has constituted or which might reasonably be expected to constituteotherwise, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Investment Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Investment Advisor or its respective businesses, assets, employees, partners, officers and directors are in full force and effect, and the Investment Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Investment Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Incentive Agreement and the Wholesaler Agreement, the Investment Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission commission, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Investment Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Partnership Agreement Articles of Organization (the "Charter") or By-Laws or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Partnership Agreement Charter or By-Laws of the Investment Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Investment Advisor is a party or any order, rule or regulation applicable to the Investment Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Investment Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements as contemplated by the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto)Disclosure Package. (i) The Investment Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto) Disclosure Package and under this Agreement and the other Advisor Agreements. (j) The description of the Investment Advisor, its business, and the statements attributable to the Investment Advisor, in the Registration Statement Statement, the Prospectus and the Prospectus (and any amendment or supplement thereto) Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, 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 a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the ProspectusDisclosure Package, there have been no transactions entered into by the Investment Advisor which are material to the Investment Advisor other than in the ordinary course of its business. (l) Each Advisor The Advisory Agreement complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Investment Advisor. The Investment Advisor represents and warrants to each of the Underwriters you as of the date hereof, hereof and as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Investment Advisor has been duly organized and is validly existing as a limited partnership under the laws of the State of Illinois, with full limited partnership power and authority to own or lease its properties and conduct its business as described in the Registration StatementProspectus and the Disclosure Package. The Investment Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; , except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement has been duly authorized, executed and delivered by the Investment Advisor, and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal, and binding obligation of the Investment Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Investment Advisor has full power and authority to enter into each Advisor Agreement. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Investment Advisor, threatened against the Investment Advisor before any court or administrative agency or otherwise which (1) that is required to be described in the Registration Statement , the Prospectus or the Disclosure Package that are not so described, or (2) which, if determined adversely to the Investment Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package. (d) Neither the Investment Advisor, nor to the Investment Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Investment Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Investment Advisor or its respective businesses, assets, employees, partners, officers and directors are in full force and effect, and the Investment Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Investment Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Investment Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Investment Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Partnership Agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Partnership Agreement of the Investment Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Investment Advisor is a party or any order, rule or regulation applicable to the Investment Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Investment Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements as contemplated by the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto)Disclosure Package. (i) The Investment Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto) Disclosure Package and under this Agreement and the Advisor Agreements. (j) The description of the Investment Advisor, its business, and the statements attributable to the Investment Advisor, Advisor in the Registration Statement Statement, the Prospectus and the Prospectus (and any amendment or supplement thereto) Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, 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 necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the ProspectusDisclosure Package, there have been no transactions entered into by the Investment Advisor which are material to the Investment Advisor other than in the ordinary course of its business. (l) Each Advisor Agreement complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Investment Advisor. The Investment Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Investment Advisor has been duly organized and is validly existing as a limited partnership under the laws of the State of Illinois, with full limited partnership power and authority to own or lease its properties and conduct its business as described in the Registration StatementProspectus and the Disclosure Package. The Investment Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement has been duly authorized, executed and delivered by the Investment Advisor, and constitutes a valid, legal, and binding obligation of the Investment Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Investment Advisor has full power and authority to enter into each Advisor Agreement. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Investment Advisor, threatened against the Investment Advisor before any court or administrative agency or otherwise which (1) that is required to be described in the Registration Statement , the Prospectus or the Disclosure Package that are not so described, or (2) which, if determined adversely to the Investment Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package. (d) Neither the Investment Advisor, nor to the Investment Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Investment Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Investment Advisor or its respective businesses, assets, employees, partners, officers and directors are in full force and effect, and the Investment Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Investment Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Investment Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Investment Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Partnership Agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Partnership Agreement of the Investment Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Investment Advisor is a party or any order, rule or regulation applicable to the Investment Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Investment Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements as contemplated by the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto)Disclosure Package. (i) The Investment Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto) Disclosure Package and under this Agreement and the Advisor Agreements. (j) The description of the Investment Advisor, its business, and the statements attributable to the Investment Advisor, in the Registration Statement Statement, the Prospectus and the Prospectus (and any amendment or supplement thereto) Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, 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 necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the ProspectusDisclosure Package, there have been no transactions entered into by the Investment Advisor which are material to the Investment Advisor other than in the ordinary course of its business. (l) Each Advisor Agreement complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Investment Advisor. The Investment Advisor represents and warrants to each of the Underwriters as of the date hereof, as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Investment Advisor has been duly organized and is validly existing as a limited partnership under the laws of the State of Illinois, with full limited partnership power and authority to own or lease its properties and conduct its business as described in the Registration StatementProspectus and the Disclosure Package. The Investment Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement has been duly authorized, executed and delivered by the Investment Advisor, and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal, and binding obligation of the Investment Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Investment Advisor has full power and authority to enter into each Advisor Agreement. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Investment Advisor, threatened against the Investment Advisor before any court or administrative agency or otherwise which (1) that is required to be described in the Registration Statement , the Prospectus or the Disclosure Package that are not so described, or (2) which, if determined adversely to the Investment Advisor might have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package. (d) Neither the Investment Advisor, nor to the Investment Advisor's knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Investment Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Investment Advisor or its respective businesses, assets, employees, partners, officers and directors are in full force and effect, and the Investment Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Investment Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Investment Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Investment Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Partnership Agreement or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Partnership Agreement of the Investment Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Investment Advisor is a party or any order, rule or regulation applicable to the Investment Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Investment Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements as contemplated by the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto)Disclosure Package. (i) The Investment Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto) Disclosure Package and under this Agreement and the Advisor Agreements. (j) The description of the Investment Advisor, its business, and the statements attributable to the Investment Advisor, Advisor in the Registration Statement Statement, the Prospectus and the Prospectus (and any amendment or supplement thereto) Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, 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 necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the ProspectusDisclosure Package, there have been no transactions entered into by the Investment Advisor which are material to the Investment Advisor other than in the ordinary course of its business. (l) Each Advisor Agreement complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.

Representations and Warranties of the Investment Advisor. The Investment Advisor represents and warrants to each of the Underwriters Underwriter as of the date hereof, hereof and as of the Closing Date and each Option Closing Date, if any, as follows: (a) The Investment Advisor has been duly organized and is validly existing as a limited partnership corporation under the laws of the State Commonwealth of IllinoisMassachusetts, with full limited partnership corporate power and authority to own or lease its properties and conduct its business as described in the Registration StatementProspectus and the Disclosure Package. The Investment Advisor is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not have a Material Adverse Effect. (b) Each Advisor Agreement has been duly authorized, executed and delivered by the Investment Advisor, and assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid, legal, and binding obligation of the Investment Advisor, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws. The Investment Advisor has full power and authority to enter into each Advisor Agreement. (c) There is no action, suit, claim or proceeding pending or, to the knowledge of the Investment Advisor, threatened against the Investment Advisor before any court or administrative agency or otherwise which (1) that is required to be described in the Registration Statement, the Prospectus or the Disclosure Package that is not so described, or (2) which, if determined adversely to the Investment Advisor might would have a Material Adverse Effect or prevent the consummation of the transactions contemplated hereby, except as set forth in the Registration Statement Statement, the Prospectus and the ProspectusDisclosure Package. (d) Neither Except as stated in this Agreement and the Prospectus, the Investment Advisor, nor or to the Investment Advisor's knowledge, any of its affiliates, has taken or may takehave not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or which has constituted or which might reasonably be expected to constituteotherwise, the stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (e) The Investment Advisor carries, or is covered by, insurance, including, at a minimum, errors and omissions insurance, in such amounts and covering such risks as is adequate for the conduct of its businesses and the value of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Investment Advisor or its respective businesses, assets, employees, partners, officers and directors are in full force and effect, and the Investment Advisor is in compliance with the terms of such policies in all material respects. There are no claims by the Investment Advisor under any such policy or instrument as to which an insurance company is denying liability or defending under a reservation of rights clause. (f) Other than as contemplated by this Agreement, the Incentive Agreement and the Wholesaler Agreement, the Investment Advisor has not incurred any liability for any finder's or broker's fee, or agent's commission commission, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (g) The Investment Advisor is not, and with the giving of notice or lapse of time or both, will not be, in violation of or in default under its Partnership Agreement Articles of Organization (the "Charter") or By-Laws or under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and which default has had or is reasonably likely to have a Material Adverse Effect. The execution and delivery of each Advisor Agreement and the consummation of the transactions herein and therein contemplated and the fulfillment of the terms hereof will not (i) conflict with or otherwise violate the terms and provisions of the Partnership Agreement Charter or By-Laws of the Investment Advisor or (ii) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any contract, indenture, mortgage, deed of trust or other agreement or instrument to which the Investment Advisor is a party or any order, rule or regulation applicable to the Investment Advisor of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, which breach or default has had or is reasonably likely to have a Material Adverse Effect. (h) The Investment Advisor is duly registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act, the Advisers Act Rules and Regulations or the Rules and Regulations under the 1940 Act from acting under the Advisor Agreements as contemplated by the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto)Disclosure Package. (i) The Investment Advisor has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Registration Statement Statement, the Prospectus and the Prospectus (or any amendment or supplement thereto) Disclosure Package and under this Agreement and the other Advisor Agreements. (j) The description of the Investment Advisor, its business, and the statements attributable to the Investment Advisor, in the Registration Statement Statement, the Prospectus and the Prospectus (and any amendment or supplement thereto) Disclosure Package or any Preliminary Prospectus complied and comply in all material respects with the provisions of the Acts, 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 a prospectus, in light of the circumstances under which they were made) not misleading. (k) Since the date as of which information is given in the Registration Statement and the Prospectus through the date hereof, and except as may otherwise be disclosed in the ProspectusDisclosure Package, there have been no transactions entered into by the Investment Advisor which are material to the Investment Advisor other than in the ordinary course of its business. (l) Each Advisor The Advisory Agreement complies in all material respects with all applicable provisions of the 1940 Act, the Rules and Regulations under the 1940 Act, the Advisers Act and the Advisers Act Rules and Regulations.