Common use of Representations and Warranties with Respect to the Subadviser and the Non-U.S Subadviser Clause in Contracts

Representations and Warranties with Respect to the Subadviser and the Non-U.S Subadviser. The Subadviser represents and warrants to and agrees with Xxxxx as of the date hereof, as of each Representation Date (as defined in Section 7(j) below) and as of each Applicable Time as follows: (1) Each Subadviser has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization, with full 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 is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify does not have a material adverse change in the condition (financial or otherwise), business prospects, earnings, business or properties of such Subadviser, whether or not arising from transactions in the ordinary course of business ( a “Subadviser Material Adverse Effect”). (2) Each Subadviser is duly registered as an investment adviser under the Advisers Act and neither Subadviser is prohibited by the Advisers Act or the Investment Company Act from acting under the Subadvisory Agreements as contemplated by the Registration Statement and the Prospectus. Each Subadviser has adopted and implemented written policies and procedures under Rule 206(4)–7 of the Advisers Act reasonably designed to prevent violation of the Advisers Act by each Subadviser and its supervised persons. (3) The Subadviser has full power and authority to enter into this Agreement and each Subadvisory Agreement; the Non-U.S. Subadviser has full power and authority to enter into the Non-U.S. Subadvisory Agreement; the execution and delivery of, and the performance by the Subadviser of its obligations under, this Agreement and the Subadvisory Agreement have been duly authorized by the Subadviser; this Agreement and the Subadvisory Agreement, have been duly executed and delivered by the Subadviser; the execution and delivery of, and the performance by the Non-U.S. Subadviser of its obligations under, the Non-U.S. Subadvisory Agreement have been duly authorized by the Non-U.S. Subadviser; and the Non-U.S. Subadvisory Agreement has been duly executed and delivered by the Non-U.S. Subadviser. (4) Each Subadviser 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 and under this Agreement and the Subadvisory Agreements, as applicable. (5) The description of each Subadviser and its business and the statements attributable to such Subadviser in the Registration Statement and the Prospectus complied and comply in all material respects with the provisions of the Securities Act, the Investment Company Act and the Advisers Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (6) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving a Subadviser, or any of such Subadviser’s property is pending or, to the knowledge of the Subadviser, threatened that (i) is required to be described in the Registration Statement and the Prospectus that is not so described as required, (ii) would reasonably be expected to have a material adverse effect on the ability of a Subadviser to fulfill its obligations hereunder or under the Subadvisory Agreements, as applicable or (iii) would reasonably be expected to have a Subadviser Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus; and there are no agreements, contracts, indentures, leases, permits or other instruments relating to the Subadvisers that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Securities Act or the Investment Company Act. (7) Since the date as of which information is given in the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or otherwise), business prospects, earnings, business or properties of either Subadviser, whether or not arising from transactions in the ordinary course of business and (ii) there have been no transactions entered into by either Subadviser which are material to such Subadviser other than those in the ordinary course of its business as described in the Registration Statement and the Prospectus. (8) Each Subadviser possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct such Subadviser’s business, in the manner described in or contemplated in the Registration Statement and the Prospectus except to the extent that the failure to do so would not have a Subadviser Material Adverse Effect; neither Subadviser has received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Subadviser Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus. (9) This Agreement, as it applies to each Subadviser, and each Subadvisory Agreement comply in all material respects with all applicable provisions of the Securities Act, the Investment Company Act and the Advisers Act. (10) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the performance by a Subadviser under the Subadvisory Agreements, except such as have been made or obtained under the Securities Act, the Exchange Act, the Advisers Act, the Investment Company Act, the rules and regulations of FINRA, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus. (11) Neither the execution, delivery or performance by a Subadviser of its obligations under this Agreement or the Subadvisory Agreements nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Subadvisers pursuant to, (i) the organizational documents of each Subadviser, including without limitation, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement , (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which either Subadviser is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to either Subadviser of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Subadviser or any of properties of such Subadviser, except in the case of (ii) and (iii) above, where such a conflict, breach, violation or imposition would not have a Subadviser Material Adverse Effect. (12) Neither Subadviser has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in violation of federal securities laws, in stabilization or manipulation of the price of any security of the Fund to facilitate the offering and sale of the Placement Shares, and neither Subadviser is aware of any such action taken or to be taken by any affiliates of such Subadviser, other than (i) such actions as taken by Xxxxx and (ii) tender offers, share repurchases and the issuance or purchase of shares pursuant to the Fund’s Dividend Reinvestment Plan effected following the date on which the distribution of the Placement Shares is completed, in each case, so long as such actions are in compliance with all applicable law. (13) The operations of the Subadvisers and subsidiaries of the Subadvisers are and have been conducted at all times in compliance with applicable Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Subadvisers, or any of the affiliates or subsidiaries of the Subadvisers with respect to the Money Laundering Laws is pending or, to the knowledge of the Subadviser, threatened. (14) Each Subadviser maintains a system of internal controls designed to provide reasonable assurance that (i) transactions effectuated by it under the Subadvisory Agreements, as applicable, are executed in accordance with the general or specific authorization of the management of each Subadviser; and (ii) access to the Fund’s assets is permitted only in accordance with the general or specific authorization of the management of each Subadviser. (15) Neither the Subadvisers nor, to the knowledge of the Subadviser, any director, officer, agent, employee or affiliate of the Subadvisers is aware of or has taken any action in connection with the Subadvisers, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Subadvisers, and to the knowledge of the Subadviser, the affiliates of the Subadvisers have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (16) Neither the Subadvisers nor, to the knowledge of the Subadviser, any director, officer, agent, employee or affiliate of the Subadvisers is currently subject to any U.S. sanctions administered by OFAC; and the Subadvisers will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. Any certificate signed by any officer of the Subadviser and delivered to Xxxxx or counsel for Xxxxx in connection with the offering of the Placement Shares shall be deemed a representation and warranty by the Subadviser, as to matters covered therein, to Xxxxx.

Representations and Warranties with Respect to the Subadviser and the Non-U.S Subadviser. The Subadviser represents and warrants to and agrees with Xxxxx as of the date hereof, as of each Representation Date (as defined in Section 7(j) below) and as of each Applicable Time as follows: (1) Each Subadviser has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization, with full 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 is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify does not have a material adverse change in the condition (financial or otherwise), business prospects, earnings, business or properties of such Subadviser, whether or not arising from transactions in the ordinary course of business ( (a “Subadviser Material Adverse Effect”). (2) Each Subadviser is duly registered as an investment adviser under the Advisers Act and neither Subadviser is prohibited by the Advisers Act or the Investment Company Act from acting under the Subadvisory Agreements as contemplated by the Registration Statement and the Prospectus. Each Subadviser has adopted and implemented written policies and procedures under Rule 206(4)–7 206(4)-7 of the Advisers Act reasonably designed to prevent violation of the Advisers Act by each Subadviser and its supervised persons. (3) The Subadviser has full power and authority to enter into this Agreement and each Subadvisory Agreement; the Non-U.S. Subadviser has full power and authority to enter into the Non-U.S. Subadvisory Agreement; the execution and delivery of, and the performance by the Subadviser of its obligations under, this Agreement and the Subadvisory Agreement have been duly authorized by the Subadviser; this Agreement and the Subadvisory Agreement, have been duly executed and delivered by the Subadviser; the execution and delivery of, and the performance by the Non-U.S. Subadviser of its obligations under, the Non-U.S. Subadvisory Agreement have been duly authorized by the Non-U.S. Subadviser; and the Non-U.S. Subadvisory Agreement has been duly executed and delivered by the Non-U.S. Subadviser. (4) Each Subadviser 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 and under this Agreement and the Subadvisory Agreements, as applicable. (5) The description of each Subadviser and its business and the statements attributable to such Subadviser in the Registration Statement and the Prospectus complied and comply in all material respects with the provisions of the Securities Act, the Investment Company Act and the Advisers Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (6) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving a Subadviser, or any of such Subadviser’s property is pending or, to the knowledge of the Subadviser, threatened that (i) is required to be described in the Registration Statement and the Prospectus that is not so described as required, (ii) would reasonably be expected to have a material adverse effect on the ability of a Subadviser to fulfill its obligations hereunder or under the Subadvisory Agreements, as applicable or (iii) would reasonably be expected to have a Subadviser Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus; and there are no agreements, contracts, indentures, leases, permits or other instruments relating to the Subadvisers that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Securities Act or the Investment Company Act. (7) Since the date as of which information is given in the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or otherwise), business prospects, earnings, business or properties of either Subadviser, whether or not arising from transactions in the ordinary course of business and (ii) there have been no transactions entered into by either Subadviser which are material to such Subadviser other than those in the ordinary course of its business as described in the Registration Statement and the Prospectus. (8) Each Subadviser possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct such Subadviser’s business, in the manner described in or contemplated in the Registration Statement and the Prospectus except to the extent that the failure to do so would not have a Subadviser Material Adverse Effect; neither Subadviser has received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Subadviser Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus. (9) This Agreement, as it applies to each Subadviser, and each Subadvisory Agreement comply in all material respects with all applicable provisions of the Securities Act, the Investment Company Act and the Advisers Act. (10) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the performance by a Subadviser under the Subadvisory Agreements, except such as have been made or obtained under the Securities Act, the Exchange Act, the Advisers Act, the Investment Company Act, the rules and regulations of FINRA, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus. (11) Neither the execution, delivery or performance by a Subadviser of its obligations under this Agreement or the Subadvisory Agreements nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Subadvisers pursuant to, (i) the organizational documents of each Subadviser, including without limitation, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement , (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which either Subadviser is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to either Subadviser of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Subadviser or any of properties of such Subadviser, except in the case of (ii) and (iii) above, where such a conflict, breach, violation or imposition would not have a Subadviser Material Adverse Effect. (12) Neither Subadviser has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in violation of federal securities laws, in stabilization or manipulation of the price of any security of the Fund to facilitate the offering and sale of the Placement Shares, and neither Subadviser is aware of any such action taken or to be taken by any affiliates of such Subadviser, other than (i) such actions as taken by Xxxxx and (ii) tender offers, share repurchases and the issuance or purchase of shares pursuant to the Fund’s Dividend Reinvestment Plan effected following the date on which the distribution of the Placement Shares is completed, in each case, so long as such actions are in compliance with all applicable law. (13) The operations of the Subadvisers and subsidiaries of the Subadvisers are and have been conducted at all times in compliance with applicable Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Subadvisers, or any of the affiliates or subsidiaries of the Subadvisers with respect to the Money Laundering Laws is pending or, to the knowledge of the Subadviser, threatened. (14) Each Subadviser maintains a system of internal controls designed to provide reasonable assurance that (i) transactions effectuated by it under the Subadvisory Agreements, as applicable, are executed in accordance with the general or specific authorization of the management of each Subadviser; and (ii) access to the Fund’s assets is permitted only in accordance with the general or specific authorization of the management of each Subadviser. (15) Neither the Subadvisers nor, to the knowledge of the Subadviser, any director, officer, agent, employee or affiliate of the Subadvisers is aware of or has taken any action in connection with the Subadvisers, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Subadvisers, and to the knowledge of the Subadviser, the affiliates of the Subadvisers have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (16) Neither the Subadvisers nor, to the knowledge of the Subadviser, any director, officer, agent, employee or affiliate of the Subadvisers is currently subject to any U.S. sanctions administered by OFAC; and the Subadvisers will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. Any certificate signed by any officer of the Subadviser and delivered to Xxxxx or counsel for Xxxxx in connection with the offering of the Placement Shares shall be deemed a representation and warranty by the Subadviser, as to matters covered therein, to Xxxxx.

Representations and Warranties with Respect to the Subadviser and the Non-U.S Subadviser. The Subadviser represents and warrants to and agrees with Xxxxx as Joxxx xs of the date hereof, as of each Representation Date (as defined in Section 7(j) below) and as of each Applicable Time as follows: (1) Each Subadviser has been duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization, with full 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 is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to so register or qualify does not have a material adverse change in the condition (financial or otherwise), business prospects, earnings, business or properties of such Subadviser, whether or not arising from transactions in the ordinary course of business ( a “Subadviser Material Adverse Effect”). (2) Each Subadviser is duly registered as an investment adviser under the Advisers Act and neither Subadviser is prohibited by the Advisers Act or the Investment Company Act from acting under the Subadvisory Agreements as contemplated by the Registration Statement and the Prospectus. Each Subadviser has adopted and implemented written policies and procedures under Rule 206(4)–7 206(4)−7 of the Advisers Act reasonably designed to prevent violation of the Advisers Act by each Subadviser and its supervised persons. (3) The Subadviser has full power and authority to enter into this Agreement and each Subadvisory Agreement; the Non-U.S. Subadviser has full power and authority to enter into the Non-U.S. Subadvisory Agreement; the execution and delivery of, and the performance by the Subadviser of its obligations under, this Agreement and the Subadvisory Agreement have been duly authorized by the Subadviser; this Agreement and the Subadvisory Agreement, have been duly executed and delivered by the Subadviser; the execution and delivery of, and the performance by the Non-U.S. Subadviser of its obligations under, the Non-U.S. Subadvisory Agreement have been duly authorized by the Non-U.S. Subadviser; and the Non-U.S. Subadvisory Agreement has been duly executed and delivered by the Non-U.S. Subadviser. (4) Each Subadviser 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 and under this Agreement and the Subadvisory Agreements, as applicable. (5) The description of each Subadviser and its business and the statements attributable to such Subadviser in the Registration Statement and the Prospectus complied and comply in all material respects with the provisions of the Securities Act, the Investment Company Act and the Advisers Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (6) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving a Subadviser, or any of such Subadviser’s property is pending or, to the knowledge of the Subadviser, threatened that (i) is required to be described in the Registration Statement and the Prospectus that is not so described as required, (ii) would reasonably be expected to have a material adverse effect on the ability of a Subadviser to fulfill its obligations hereunder or under the Subadvisory Agreements, as applicable or (iii) would reasonably be expected to have a Subadviser Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus; and there are no agreements, contracts, indentures, leases, permits or other instruments relating to the Subadvisers that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required by the Securities Act or the Investment Company Act. (7) Since the date as of which information is given in the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or otherwise), business prospects, earnings, business or properties of either Subadviser, whether or not arising from transactions in the ordinary course of business and (ii) there have been no transactions entered into by either Subadviser which are material to such Subadviser other than those in the ordinary course of its business as described in the Registration Statement and the Prospectus. (8) Each Subadviser possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct such Subadviser’s business, in the manner described in or contemplated in the Registration Statement and the Prospectus except to the extent that the failure to do so would not have a Subadviser Material Adverse Effect; neither Subadviser has received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Subadviser Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus. (9) This Agreement, as it applies to each Subadviser, and each Subadvisory Agreement comply in all material respects with all applicable provisions of the Securities Act, the Investment Company Act and the Advisers Act. (10) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the performance by a Subadviser under the Subadvisory Agreements, except such as have been made or obtained under the Securities Act, the Exchange Act, the Advisers Act, the Investment Company Act, the rules and regulations of FINRA, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Placement Shares in the manner contemplated herein and in the Registration Statement and the Prospectus. (11) Neither the execution, delivery or performance by a Subadviser of its obligations under this Agreement or the Subadvisory Agreements nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Subadvisers pursuant to, (i) the organizational documents of each Subadviser, including without limitation, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement , (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which either Subadviser is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to either Subadviser of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over such Subadviser or any of properties of such Subadviser, except in the case of (ii) and (iii) above, where such a conflict, breach, violation or imposition would not have a Subadviser Material Adverse Effect. (12) Neither Subadviser has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in violation of federal securities laws, in stabilization or manipulation of the price of any security of the Fund to facilitate the offering and sale of the Placement Shares, and neither Subadviser is aware of any such action taken or to be taken by any affiliates of such Subadviser, other than (i) such actions as taken by Xxxxx and Joxxx xnd (ii) tender offers, share repurchases and the issuance or purchase of shares pursuant to the Fund’s Dividend Reinvestment Plan effected following the date on which the distribution of the Placement Shares is completed, in each case, so long as such actions are in compliance with all applicable law. (13) The operations of the Subadvisers and subsidiaries of the Subadvisers are and have been conducted at all times in compliance with applicable Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Subadvisers, or any of the affiliates or subsidiaries of the Subadvisers with respect to the Money Laundering Laws is pending or, to the knowledge of the Subadviser, threatened. (14) Each Subadviser maintains a system of internal controls designed to provide reasonable assurance that (i) transactions effectuated by it under the Subadvisory Agreements, as applicable, are executed in accordance with the general or specific authorization of the management of each Subadviser; and (ii) access to the Fund’s assets is permitted only in accordance with the general or specific authorization of the management of each Subadviser. (15) Neither the Subadvisers nor, to the knowledge of the Subadviser, any director, officer, agent, employee or affiliate of the Subadvisers is aware of or has taken any action in connection with the Subadvisers, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Subadvisers, and to the knowledge of the Subadviser, the affiliates of the Subadvisers have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (16) Neither the Subadvisers nor, to the knowledge of the Subadviser, any director, officer, agent, employee or affiliate of the Subadvisers is currently subject to any U.S. sanctions administered by OFAC; and the Subadvisers will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. Any certificate signed by any officer of the Subadviser and delivered to Xxxxx or Joxxx xr counsel for Xxxxx in Joxxx xn connection with the offering of the Placement Shares shall be deemed a representation and warranty by the Subadviser, as to matters covered therein, to XxxxxJoxxx.