Common use of Representations, Warranties and Covenants of the Adviser Clause in Contracts

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees that it shall promptly notify Vision (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants that (i) it is a validly existing entity and has full power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, and (iv) the Adviser is, or will be prior to the commencement of investment operations of the Fund, registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required.

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees with Destra that it shall promptly notify Vision Destra (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association authority has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants to Destra that (i) it is a validly existing entity and has full limited liability company power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the its binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, it and (iv) the Adviser is, or will be registered prior to the commencement of investment operations consummation of the Fund, registered Offering as an investment adviser under the Investment Advisers Act of 1940 1940, as amended, and in any state where registration as such is required.

Representations, Warranties and Covenants of the Adviser. The Adviser represents and warrants to, and covenants with, the Sub-Adviser as follows: (a) The Adviser agrees that it shall promptly notify Vision (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants that (i) it is a validly existing entity and has full power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, and (iv) the Adviser is, or will be prior to the commencement of investment operations of the Fund, registered as an investment adviser under the Investment Advisers Act as of the Effective Date and shall maintain such registration for so long as this Agreement remains in effect; (b) The Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; and (d) The Adviser shall comply in all material respects with all applicable provisions of Federal Securities Laws as defined in Rule 38a-1(e)(1) of the 1940 Act and rules and regulations of the SEC and, in addition, will conduct its activities under this Agreement in accordance with any applicable laws and regulations of any governmental authority pertaining to its investment advisory activities. (e) If, at any time during the term of this Agreement, the Adviser discovers any fact or omission, or there occurs any event or change of circumstances, which would make any of its representations, warranties or covenants inaccurate or incomplete in any state where registration is requiredmaterial respect, it will provide prompt written notification to the Sub-Adviser of that fact, omission, event or change of circumstance, and the facts related thereto.

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees with Destra that it shall promptly notify Vision Destra (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association authority has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actionsactions and which would materially affect the Fund or the Offering, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants to Destra that (i) it is a validly existing entity and has full limited liability company power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the its binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, it and (iv) the Adviser is, or will be registered prior to the commencement of investment operations consummation of the Fund, registered Offering as an investment adviser under the Investment Advisers Act of 1940 1940, as amended, and in any state where registration as such is required, except to the extent any such failure to register would not have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement.

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees that it shall promptly notify Vision FDCC (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants that (i) it is a validly existing entity and has full power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, and (iv) the Adviser is, or will be prior to the commencement of investment operations of the Fund, registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required.

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees that it shall promptly notify Vision (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association has censured in writing the Adviser’s or the Fund’s Funds’ activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants that (i) it is a validly existing entity and has full power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, and (iv) the Adviser is, or will be prior to the commencement of investment operations of the FundFunds, registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required.

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees with TSC and ABAX that it shall promptly notify Vision TSC and ABAX (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association authority has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects TSC’s or ABAX’s ability to provide its services under this Agreement or the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants to TSC and ABAX that (i) it is a validly existing entity and has full limited partnership power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the its binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, and (iv) the Adviser is, or will be prior to the commencement of investment operations of the Fund, is registered as an investment adviser under the Investment Advisers Act of 1940 1940, as amended, and in any state where registration as such is required.

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees that it shall promptly notify Vision TSC Distributors (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association authority has censured in writing the Adviser’s its or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects TSC Distributors’ ability to provide its services under this Agreement and/or the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants that (i) it is a validly existing entity and has full corporate power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the its binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, documents or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, and (iv) the Adviser is, or will be prior Fund has filed a Registration Statement relating to its Shares under the Securities Act of 1933 (the “1933 Act”) on Form N-2 (and the Registration Statement (including the prospectus and any statement of additional information) conforms in all material respects to the commencement of investment operations requirements of the Fund1933 Act, the 1940 Act and the rules thereunder), and made such filing with the SEC, FINRA and other regulators related thereto, as required by all applicable laws and regulations, and the Fund has disclosed in its Registration Statement on Form N-2 such information about this Agreement and the transactions contemplated herein as required by all applicable laws and regulations, (v) to the extent required by all applicable laws and regulations, the Fund is registered and its Shares are qualified for sale in all states and other jurisdictions in the United States where registration or qualification is required, (vi) the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required, and (vii) the Registration Statement (including the prospectus and any statement of additional information) and any sales materials relating to the Fund do not contain any 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 light of the circumstances in which they were made, not misleading.

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees that it shall promptly notify Vision (i) in the event that the SEC or any other United States or state regulatory authorityrepresents, governmental agency or body or securities exchange or association has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change warrants and covenants to the Sub-Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants that that: (i) it is a registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed, (ii) it is duly organized and validly existing entity existing, and has full power is authorized to enter into this Agreement and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the binding and enforceable obligation of the Adviser in accordance with its terms, hereunder; (iii) neither the execution and or delivery of this Agreement, Agreement by the incurrence Adviser nor its performance of its obligations herein set forth and the consummation of the transactions contemplated herein will not hereunder shall conflict with, violate, breach or constitute a breach of, default under any term or default under, provision of its constituent documentsor governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other instruments document to which the Adviser is a party or by which the Adviser it is bound or affectedto which any of its assets are subject or any applicable statute, law, rule, regulation, order or under any order, rule or regulation other legal requirement applicable to it of any court the Adviser or any governmental body or administrative agency having jurisdiction over it, and of its assets; (iv) the Adviser isshall provide to the Sub-Adviser on an ongoing basis a copy of (a) each amendment and supplement to the Prospectus, SAI and Registration Statement promptly following the filing thereof with the SEC, any financial statement or report or proxy statement (and any amendments thereof) prepared with respect to the Fund and filed with the SEC promptly following the filing thereof, and (b) such other reports and information relating to the Fund's business and affairs as the Sub-Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under the Agreement; (v) it has received a copy of Parts 2A and 2B of Sub-Adviser's Form ADV at least 48 hours prior to entering the Agreement; and (vi) to the extent permitted by law or regulation, it shall promptly notify the Sub-Adviser of the occurrence of any non- confidential governmental, administrative or self- regulatory agency notice, action, suit or proceeding, in each case specifically related to the Fund or the Sub-Adviser's management of the Managed Portion that in the Adviser's judgment would reasonably be expected to have a material adverse impact on the Fund, which for the avoidance of doubt shall not include periodic general sweeps, inspections, or notices of inquiries from any governmental administrative or self- regulatory agency. (b) The Fund is a "qualified eligible person" ("QEP") as defined in Commodity Futures Trading Commission Rule 4.7 ("CFTC Rule 4.7"). The Adviser will promptly notify the Sub-Adviser if the Fund ceases to be prior to the commencement of investment operations a QEP. The Adviser hereby consents, on behalf of the Fund, registered to the Fund being treated as an investment adviser "exempt account" under the Investment Advisers Act of 1940 and in any state where registration is requiredCFTC Rule 4.7.

Representations, Warranties and Covenants of the Adviser. (a) The Adviser agrees that it shall promptly notify Vision Distributors (i) in the event that the SEC or any other United States or state regulatory authority, governmental agency or body or securities exchange or association has censured in writing the Adviser’s or the Fund’s activities, functions or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Adviser or (iii) of any change to the Adviser that materially and adversely affects the Adviser’s ability to perform its obligations under this Agreement. (b) The Adviser represents and warrants that (i) it is a validly existing entity and has full power and authority to perform its obligations under this Agreement, (ii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes the binding and enforceable obligation of the Adviser in accordance with its terms, (iii) the execution and delivery of this Agreement, the incurrence of its obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, its constituent documents, other instruments to which the Adviser is a party or by which the Adviser is bound or affected, or under any order, rule or regulation applicable to it of any court or any governmental body or administrative agency having jurisdiction over it, and (iv) the Adviser is, or will be prior to the commencement of investment operations of the Fund, registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required.