Common use of Representations, Warranties and Agreements of the Fund Clause in Contracts

Representations, Warranties and Agreements of the Fund. The Fund represents and warrants to and agrees with you that: (a) The Fund has prepared and filed with the Securities and Exchange Commission (the "SEC") a registration statement (Registration Nos. 333-208597 and 811-22554) that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and the applicable rules and regulations of the SEC promulgated under the Securities Act and 1940 Act (the "Rules and Regulations"). In this Agreement, (i) the Fund's registration statement, as amended or supplemented, is referred to as the "Registration Statement"; (ii) the Fund's prospectus, as amended or supplemented, is referred to as the "Prospectus"; and (iii) the Fund's Statement of Additional Information, as amended or supplemented, is referred to as the "SAI." (b) As of the effective date of this Agreement, the Registration Statement, including any financial statements contained therein: (i) complies with the Securities Act, the 1940 Act and the Rules and Regulations; and (ii) does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything contained herein to the contrary, the Fund's representations in this Section 2(b) will not extend to such statements contained in or omitted from the Registration Statement, that are primarily within the knowledge of the Dealer Manager and are based upon information furnished by the Dealer Manager in writing to the Fund specifically for inclusion therein. (c) No order preventing or suspending the use of the Prospectus has been issued and no proceedings for that purpose are pending, threatened or, to the knowledge of the Fund, contemplated by the SEC; and, to the knowledge of the Fund, no order suspending the offering of the Shares in any jurisdiction has been issued and no proceedings for that purpose have been instituted or threatened or are contemplated. (d) The Shares have been duly authorized and, when issued and sold as contemplated by the Registration Statement and the Fund's organizational documents, upon payment therefor as provided in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Registration Statement. (e) The Fund was duly formed under the laws of the State of Delaware and is validly existing as a statutory trust in good standing under the laws of Delaware with full power and authority to own its properties and conduct its business as described in the Registration Statement. (f) The Fund intends to use the funds received from the sale of the Shares as set forth in the Registration Statement. (g) The Fund has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors' rights generally or by equitable principles relating to the availability of remedies. (h) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and compliance with the terms of this Agreement by the Fund will not conflict with or constitute a default or violation under any agreement and declaration of trust, bylaw, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Fund, except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities law and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors' rights generally or by equitable principles relating to the availability of remedies. (i) No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Fund of this Agreement or the issuance and sale by the Fund of the Shares, except as may be required under the Securities Act and the Rules and Regulations thereunder, by the Financial Industry Regulatory Authority ("FINRA") or under applicable state securities laws.

Representations, Warranties and Agreements of the Fund. The Fund represents and warrants to and agrees with you that: (a) The Fund has prepared and filed with the Securities and Exchange Commission (the "“SEC"”) a registration statement (Registration Nos. 333-208597 183982 and 811-2255422749) that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the "“Securities Act"”), the Investment Company Act of 1940, as amended (the "“1940 Act"”), and the applicable rules and regulations of the SEC promulgated under the Securities Act and 1940 Act (the "“Rules and Regulations"”). In this Agreement, (i) the Fund's ’s registration statement, as amended or supplemented, is referred to as the "“Registration Statement"”; (ii) the Fund's ’s prospectus, as amended or supplemented, is referred to as the "“Prospectus"”; and (iii) the Fund's ’s Statement of Additional Information, as amended or supplemented, is referred to as the "“SAI."” (b) As of the effective date of this Agreement, the Registration Statement, including any financial statements contained therein: (i) complies with the Securities Act, the 1940 Act and the Rules and Regulations; and (ii) does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything contained herein to the contrary, the Fund's ’s representations in this Section 2(b) will not extend to such statements contained in or omitted from the Registration Statement, that are primarily within the knowledge of the Dealer Manager and are based upon information furnished by the Dealer Manager in writing to the Fund specifically for inclusion therein. (c) No order preventing or suspending the use of the Prospectus has been issued and no proceedings for that purpose are pending, threatened or, to the knowledge of the Fund, contemplated by the SEC; and, to the knowledge of the Fund, no order suspending the offering of the Shares in any jurisdiction has been issued and no proceedings for that purpose have been instituted or threatened or are contemplated. (d) The Shares have been duly authorized and, when issued and sold as contemplated by the Registration Statement and the Fund's ’s organizational documents, upon payment therefor as provided in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Registration Statement. (e) The Fund was duly formed under the laws of the State of Delaware and is validly existing as a statutory trust in good standing under the laws of Delaware with full power and authority to own its properties and conduct its business as described in the Registration Statement. (f) The Fund intends to use the funds received from the sale of the Shares as set forth in the Registration Statement. (g) The Fund has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors' ’ rights generally or by equitable principles relating to the availability of remedies. (h) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and compliance with the terms of this Agreement by the Fund will not conflict with or constitute a default or violation under any agreement and declaration of trust, bylaw, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Fund, except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities law and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors' ’ rights generally or by equitable principles relating to the availability of remedies. (i) No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Fund of this Agreement or the issuance and sale by the Fund of the Shares, except as may be required under the Securities Act and the Rules and Regulations thereunder, by the Financial Industry Regulatory Authority ("“FINRA"”) or under applicable state securities laws.

Representations, Warranties and Agreements of the Fund. The Fund represents and warrants to and agrees with you that: (a) The Fund has prepared and filed with the Securities and Exchange Commission (the "SEC") a registration statement (Registration NosNo. 333-208597 and 811-2255422808) that has become is or will be effective for the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and the applicable rules and regulations of the SEC promulgated under the Securities Act and 1940 Act (the "Rules and Regulations"). In this Agreement, (i) the Fund's registration statement, as amended or supplemented, is referred to as the "Registration Statement"; (ii) the Fund's prospectus, as amended or supplemented, is referred to as the "Prospectus"; and (iii) the Fund's Statement of Additional Information, as amended or supplemented, is referred to as the "SAI." (b) As of the effective date of this Agreement, the Registration Statement, including any financial statements contained therein: (i) complies with the Securities Act, the 1940 Act and the Rules and Regulations; and (ii) does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything contained herein to the contrary, the Fund's representations in this Section 2(b) will not extend to such statements contained in or omitted from the Registration Statement, that are primarily within the knowledge of the Dealer Manager and are based upon information furnished by the Dealer Manager in writing to the Fund specifically for inclusion therein. (c) No order preventing or suspending the use of the Prospectus has been issued and no proceedings for that purpose are pending, threatened or, to the knowledge of the Fund, contemplated by the SEC; and, to the knowledge of the Fund, no order suspending the offering of the Shares in any jurisdiction has been issued and no proceedings for that purpose have been instituted or threatened or are contemplated. (d) The Shares have been duly authorized and, when issued and sold as contemplated by the Registration Statement and the Fund's organizational documents, upon payment therefor as provided in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Registration Statement. (e) The Fund was duly formed under the laws of the State of Delaware and is validly existing as a statutory trust in good standing under the laws of Delaware with full power and authority to own its properties and conduct its business as described in the Registration Statement. (f) The Fund intends to use the funds received from the sale of the Shares as set forth in the Registration Statement. (g) The Fund has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors' rights generally or by equitable principles relating to the availability of remedies. (h) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and compliance with the terms of this Agreement by the Fund will not conflict with or constitute a default or violation under any agreement and declaration of trust, bylaw, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Fund, except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities law and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors' rights generally or by equitable principles relating to the availability of remedies. (i) No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Fund of this Agreement or the issuance and sale by the Fund of the Shares, except as may be required under the Securities Act and the Rules and Regulations thereunder, by the Financial Industry Regulatory Authority ("FINRA") or under applicable state securities laws.

Representations, Warranties and Agreements of the Fund. The Fund represents and warrants to and agrees with you that: (a) The Fund has prepared and filed with the Securities and Exchange Commission (the "SEC") a registration statement (Registration Nos. 333-208597 183982 and 811-2255422749) that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "1940 Act"), and the applicable rules and regulations of the SEC promulgated under the Securities Act and 1940 Act (the "Rules and Regulations"). In this Agreement, (i) the Fund's registration statement, as amended or supplemented, is referred to as the "Registration Statement"; (ii) the Fund's prospectus, as amended or supplemented, is referred to as the "Prospectus"; and (iii) the Fund's Statement of Additional Information, as amended or supplemented, is referred to as the "SAI." (b) As of the effective date of this Agreement, the Registration Statement, including any financial statements contained therein: (i) complies with the Securities Act, the 1940 Act and the Rules and Regulations; and (ii) does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything contained herein to the contrary, the Fund's representations in this Section 2(b) will not extend to such statements contained in or omitted from the Registration Statement, that are primarily within the knowledge of the Dealer Manager and are based upon information furnished by the Dealer Manager in writing to the Fund specifically for inclusion therein. (c) No order preventing or suspending the use of the Prospectus has been issued and no proceedings for that purpose are pending, threatened or, to the knowledge of the Fund, contemplated by the SEC; and, to the knowledge of the Fund, no order suspending the offering of the Shares in any jurisdiction has been issued and no proceedings for that purpose have been instituted or threatened or are contemplated. (d) The Shares have been duly authorized and, when issued and sold as contemplated by the Registration Statement and the Fund's organizational documents, upon payment therefor as provided in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Registration Statement. (e) The Fund was duly formed under the laws of the State of Delaware and is validly existing as a statutory trust in good standing under the laws of Delaware with full power and authority to own its properties and conduct its business as described in the Registration Statement. (f) The Fund intends to use the funds received from the sale of the Shares as set forth in the Registration Statement. (g) The Fund has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities laws and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors' rights generally or by equitable principles relating to the availability of remedies. (h) The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and compliance with the terms of this Agreement by the Fund will not conflict with or constitute a default or violation under any agreement and declaration of trust, bylaw, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Fund, except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities law and to the extent that the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws that affect creditors' rights generally or by equitable principles relating to the availability of remedies. (i) No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Fund of this Agreement or the issuance and sale by the Fund of the Shares, except as may be required under the Securities Act and the Rules and Regulations thereunder, by the Financial Industry Regulatory Authority ("FINRA") or under applicable state securities laws.