Common use of Officer’s Certificates Clause in Contracts

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserManager, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserManager, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser Manager only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserManager, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund onlyknowledge of such officers, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial Material Adverse Effect or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Manager Material Adverse Effect. The Underwriters shall have received a certificate of the President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officertheir knowledge, are contemplated by the Commission. The Representatives shall have also received a certificate of the President of the Manager and of the Treasurer of the Manager, dated as of the Closing Time, to the effect that (i) there has been no Manager Material Adverse Effect, (ii) the representations and warranties in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (iii) the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Advisers in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or a Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and Fund, of the a Co-President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser and of the President or a Vice President or Managing Director of the Sub-Adviser and of the treasurer, chief financial or chief accounting officer of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (bc) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate certificates by an officer or Managing Director of the Investment Adviser and the Sub-Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserAdviser and the Sub-Advisor, respectively, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the Original Registration Statement, the Preliminary Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received (x) a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director (or person holding similar office) of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(al(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and or the Investment Adviser, respectivelyas applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director knowledge of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund onlysuch officers, no stop order suspending the effectiveness of the Original Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officerofficers, are contemplated by the CommissionCommission and (y) a certificate of the Fund’s chief financial officer, dated the date hereof, substantially in the form of Schedule G hereto.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration StatementPreliminary Prospectus, each preliminary prospectus or the Time of Sale Prospectus and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received a certificate of the President or a Vice President of the Fund and of the treasurer, assistant treasurer, chief financial or chief accounting officer of the Fund and Fund, of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, assistant treasurer, controller, assistant controller, chief financial or chief accounting officer of the Investment Adviser and of the President or a Vice President or Managing Director of the Sub-Adviser and of the treasurer, assistant treasurer, controller, assistant controller, chief financial or chief accounting officer of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (bc) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Fund, the Investment Adviser and the Investment Sub-Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate certificates by an officer or Managing Director of the Investment Adviser and the Sub-Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser and the Sub-Adviser, respectively, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, Material Adverse Effect and the Representatives Representative shall have received (A) a certificate of the President or Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserFund, dated as of Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission and (B) a certificate of the President or a Vice President of each of the Advisers, dated as of Closing Time, to the effect that (i) there has been no such Material Adverse Effect, (ii) the representations and warranties in Sections 1(a) and 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) such Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus prospectus, the Time of Sale Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received a certificate of the President or a Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and Fund, of the a Co-President or a Vice President, Executive Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser and of the President or a Vice President or Managing Director of the Sub-Adviser and of the treasurer, chief financial or chief accounting officer of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (bc) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate certificates by an officer or Managing Director of the Investment Adviser and the Sub-Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser and the Sub-Adviser, respectively, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of businessMaterial Adverse Effect, and the Representatives shall have received a certificate of each of the Chief Executive Officer, President or Vice President Chief Operating Officer and the Chief Financial Officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund Company and the Investment Adviser, respectively, Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration StatementStatement under the 1933 Act has been issued, no order preventing or order suspending the use of suspension any preliminary prospectus or revocation of registration pursuant to Section 8(e) of the 1940 Act, Prospectus has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to their knowledge, contemplated. At the Closing Time, the Representatives shall have received a certificate of each of the Chief Executive Officer, President or Chief Operating Officer and the Chief Financial Officer of the Advisor, dated the Closing Time, to the effect that (i) there has not been a Material Adverse Effect, (ii) the representations and warranties in Section 1(b) of this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Advisor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the knowledge of such officerthe Advisor, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received (A) a certificate of the President or Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserFund, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the officer's knowledge, are contemplated by the Commission and (B) a certificate by an officer of the President or Managing Director a Vice President of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material change, (ii) the representations and warranties in Sections 1(a) and 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Investment Adviser only, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives The Underwriters shall have received a certificate certificate, dated such Closing Date, (i) of an executive officer of the President or Vice President of the Fund Company and of the treasurer, chief a principal financial or chief accounting officer of the Fund Company in which such officers shall state that: (A) the representations and warranties of the President Company in this Agreement are true and correct; (B) the Company has complied with all agreements and satisfied all conditions on its part to be performed or a Vice President satisfied hereunder at or Managing Director prior to such Closing Date; (C) no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; and, (D) subsequent to the date of the Investment Adviser and most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the treasurer, chief financial Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or chief accounting officer as described in such certificate; and (ii) a certificate of the Investment Adviseran authorized person on behalf of each Selling Shareholder, dated as of the Closing TimeDate, to the effect that (i) there has been no such material adverse change, (iiA) the representations and warranties of each Selling Shareholder in Sections 1(a) and (b) hereof, as applicable, this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, Date and (iiiB) each of the Fund and the Investment Adviser, respectively, Selling Shareholder has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to under this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the CommissionDate.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundTrust Material Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) with respect to the certificate by officers of the Trust only, there has been no such material adverse changeTrust Material Adverse Effect, (ii) the representations and warranties in Sections 1(a) and 1(b) (bwith respect to Section 1(b), the representations and warranties made by officers of the Advisers only) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Trust and the Investment AdviserAdvisers, respectively, has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director officers of each of the Investment Adviser Advisers only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund certificate by officers of the Trust only, to the best of their knowledge, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, Material Adverse Effect and the Representatives Representative shall have received (A) a certificate of the President or Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserFund, dated as of Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission and (B) a certificate of the President or a Vice President of each of the Advisers, dated as of Closing Time, to the effect that (i) there has been no such Material Adverse Effect, (ii) the representations and warranties in Sections 1(a) and 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) such Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, Material Adverse Effect and the Representatives Representative shall have received (A) a certificate of the President or Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserFund, dated as of Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission and (B) a certificate of the President or a Vice President of the each of the Advisers, dated as of Closing Time, to the effect that (i) there has been no such Material Adverse Effect, (ii) the representations and warranties in Sections 1(a) and 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) such Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserManager, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Investment Manager in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment AdviserManager, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser Manager only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserManager, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Advisers in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At such Closing Time, there shall not have been, since the date hereof or since the respective dates as date of which information is given the most recent financial statements included in the Registration Statement, each preliminary prospectus or the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising from transactions in the ordinary course of businessbusiness except as set forth in the Prospectus (exclusive of any supplement thereto), and the Representatives shall have received a certificate certificates of the Chairman of the Board, the President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund Company, and (with respect to subsections (iii) and (iv) below) of officers of equivalent title and functions of the President or a Vice President or Managing Director of Selling Shareholder, satisfactory to the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing TimeRepresentatives, to the effect that that, at and as of such Closing Time, (i) they have carefully examined the Registration Statement, the Preliminary Prospectus, the Prospectus and any supplements thereto and this Agreement, (ii) there has been no such material adverse change, (iiiii) the representations and warranties of the Company and the Selling Shareholder, in Sections 1(a) and (b) hereof, each case as applicable, in Section 1 hereof are true and correct in all material respects on and as of the Closing Time with the same force and effect as though expressly made at and as of such Closing Time, (iiiiv) each of the Fund Company and the Investment AdviserSelling Shareholder, respectivelyin each case as applicable, has have complied with all agreements and satisfied all conditions on its their part to be performed or satisfied pursuant to this Agreement at or prior to such Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officerCompany's knowledge, are contemplated by the Commissionthreatened.

Officer’s Certificates. At the Closing Time, Date there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each preliminary prospectus case exclusive of any amendments or supplements thereto subsequent to the Prospectusdate of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the financial condition, financial or otherwiseresults of operations, or in the earningsbusiness, properties, business affairs management or business prospects of the FundCarvana Parties and their respective subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and and, at the Closing Date, the Representatives shall have received a certificate certificates, signed on behalf of each of the Carvana Parties by the President or Vice President the Chief Executive Officer of the Fund such party and of the treasurer, chief financial or chief accounting one additional senior executive officer of such party who is satisfactory to the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserRepresentatives, dated as of Closing TimeDate, in their respective capacities as such officers only, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of such Carvana Party in Sections 1(a) and (b) hereof, as applicable, this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of Closing TimeDate except for any representations and warranties that expressly speak as of a specific date, which representations and warranties are true and correct as of such date, (iii) each of the Fund and the Investment Adviser, respectively, Carvana Party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing TimeDate under or pursuant to this Agreement, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officerparty, are contemplated threatened by the CommissionCommission and the Commission has not notified such party of any objection to the use of the form of the Registration Statement.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the Original Registration Statement, the Preliminary Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received (x) a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director (or person holding similar office) of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(al(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and or the Investment Adviser, respectivelyas applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect to the certificate by an officer or Managing Director knowledge of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund onlysuch officers, no stop order suspending the effectiveness of the Original Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officerofficers, are contemplated by the CommissionCommission and (y) a certificate of the Fund’s chief financial officer, dated the date hereof, substantially in the form of Schedule G hereto.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the Original Registration Statement, the Preliminary Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received (x) a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director (or person holding similar office) of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(al(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and or the Investment Adviser, respectivelyas applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director knowledge of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund onlysuch officers, no stop order suspending the effectiveness of the Original Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officerofficers, are contemplated by the CommissionCommission and (y) a certificate of the Fund’s chief financial officer, dated the date hereof, substantially in the form of Schedule G hereto.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundTrust, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer of the Fund and Trust, of the President or a Vice President or Managing Director of the Investment Adviser Administrator and of the treasurer, chief financial President or chief accounting officer a Vice President or Managing Director of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Trust, the Administrator and the Investment Adviser, respectively, has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund Trust only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment AdviserTrust, whether and the Representatives shall have received a certificate of a Regular Trustee of the Trust, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or not arising warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in the ordinary course of businessall material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (viv) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Time of Sale Prospectus and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or a Vice President of the Fund and of the treasurer, assistant treasurer, chief financial or chief accounting officer of the Fund and Fund, of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, assistant treasurer, controller, assistant controller, chief financial or chief accounting officer of the Investment Adviser and of the President or a Vice President or Managing Director of the Sub-Adviser and of the treasurer, assistant treasurer, chief financial or chief accounting officer of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (bc) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Fund, the Investment Adviser and the Investment Sub-Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate certificates by an officer or Managing Director of the Investment Adviser and the Sub-Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser and the Sub-Adviser, respectively, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. (i) At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, business affairs or management, or in the earningsbusiness prospects, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chief Executive Officer or Vice the President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of the Closing Time, to the effect that (iA) there has been no such material adverse change, (iiB) the representations and warranties of the Company in Sections 1(a) and (b) hereof, as applicable, this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iiiC) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (vD) with respect to the Fund only, no stop order suspending the effectiveness of the Registration StatementStatement under the 1933 Act has been issued, no order preventing or order suspending the use of suspension any preliminary prospectus or revocation of registration pursuant to Section 8(e) of the 1940 Act, Prospectus has been issued and no proceedings for any such purpose of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to their knowledge, contemplated; and (ii) on the knowledge date of such officerthis Agreement and at the Closing Time, are contemplated by the CommissionRepresentatives shall have received a certificate of the Chief Financial Officer of the Company providing “management comfort” with respect to certain financial and accounting data contained in the Registration Statement, the General Disclosure Package and the Prospectus, dated the respective date of delivery thereof, in form and substance satisfactory to the Representatives.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundTrust Material Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) with respect to the certificate by Officers of the Trust only, there has been no such material adverse changeTrust Material Adverse Effect, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Trust and the Investment AdviserAdvisers, respectively, has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director officers of each of the Investment Adviser Advisers only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund certificate by officers of the Trust only, to the best of its knowledge, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment each Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicableapplicable to such Adviser in Section 1(b) hereof, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, ---------------------- since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of businessTrust, and (v) with respect the Representatives shall have received a certificate of a Administrative Trustee of the Trust, dated as of Closing Time, to the Fund onlyeffect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received (A) a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the CommissionCommission and (B) a certificate of the President or a Vice President or Managing Director of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change and (ii) the representations and warranties in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Sub-Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) the description of the Sub-Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) is true and correct and 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 not misleading.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of businessTrust, and (v) with respect to the Fund only, no stop order suspending the effectiveness Representatives shall have received a certificate of a Regular Trustee of the Registration StatementTrust, or order dated as of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending orClosing Time, to the knowledge effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of such officerClosing Time (except for representations or warranties which by their terms speak as of a different date or dates), are contemplated by (iii) the Commission.Trust has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties of the Company which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserTrust, whether and the Representatives shall have received a certificate of a Regular Trustee of the Trust, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Trust in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or not arising in warranties which by their terms speak as of a different date or dates), (iii) the ordinary course of businessTrust has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (viv) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At The Representatives shall have received certificates of the chief executive officer and the chief financial officer of the Company, dated as of the Closing TimeTime and each Date of Delivery, to the effect that (i) there shall has not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus General Disclosure Package or the Prospectus, any material adverse change in the business, properties, condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries and variable interest entities taken as a whole, whether or not arising in the ordinary course of business, and there have not been any adverse legislative or regulatory developments that would make it inadvisable to proceed with the Representatives shall have received a certificate public offering or the delivery of the President Securities and the Ordinary Shares being delivered at the Closing Time on the terms and in the manner contemplated in this Agreement (including any such development that results in either PRC counsel for the Company or Vice President of PRC counsel for the Fund and of Underwriters not being able to deliver, at the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no respective opinions of such material adverse changecounsel), (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct in all respects with the same force and effect as though expressly made at and as of the Closing Time, as the case may be, (iii) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, ADS Registration Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officertheir knowledge, are contemplated by the Commission. The Representatives shall have also received a certificate of the chief financial officer of the Company, dated as of the Closing Time, to the effect that the operating and financial data in the Registration Statement, the General Disclosure Package and the Prospectus have been derived from and verified against the Company’s accounting and business records, and the chief financial officer has no reason to believe that such data is not true and correct.

Officer’s Certificates. At such Closing Time, there shall not have been, since the date hereof or since the respective dates as date of which information is given the most recent financial statements included in the Registration Statement, each preliminary prospectus or the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising from transactions in the ordinary course of businessbusiness except as set forth in the Prospectus (exclusive of any supplement thereto), and the Representatives shall have received a certificate certificates of the Chairman of the Board, the President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund Company, and (with respect to subsections (iii) and (iv) below) of officers of equivalent title and functions of the President or a Vice President or Managing Director of Selling Stockholders, respectively, satisfactory to the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing TimeRepresentatives, to the effect that that, at and as of such Closing Time, (i) they have carefully examined the Registration Statement, the Preliminary Prospectus, the Prospectus and any supplements thereto and this Agreement, (ii) there has been no such material adverse change, (iiiii) the representations and warranties of the Company and the Selling Stockholders, in Sections 1(a) and (b) hereof, each case as applicable, in Section 1 hereof are true and correct in all material respects on and as of the Closing Time with the same force and effect as though expressly made at and as of such Closing Time, (iiiiv) each of the Fund Company and the Investment AdviserSelling Stockholders, respectivelyin each case as applicable, has have complied with all agreements and satisfied all conditions on its their part to be performed or satisfied pursuant to this Agreement at or prior to such Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officerCompany"s knowledge, are contemplated by the Commissionthreatened.

Officer’s Certificates. (A) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer, President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and, to the certificate knowledge of our officers after due inquiry, no proceedings for that purpose have been instituted or are pending or are contemplated by an officer or Managing Director of the Investment Adviser onlyCommission. (B) At Closing Time, there has been no shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserBridge and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and (v) with respect the Representatives shall have received a certificate of the President or a Vice President of Bridge and of the chief financial or chief accounting officer of Bridge, dated as of Closing Time to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(eeffect that (i) of the 1940 Act, there has been issued no such material advance change and no proceedings for any such purpose have been instituted or (ii) the representations and warranties in Section 1(a) and 1(b)(i) hereof are pending or, to true and correct with the knowledge same force and effect as though expressly made at and as of such officer, are contemplated by the CommissionClosing Time.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of each of the Investment Adviser Advisers only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to no stop order suspending the certificate by an officer or Managing Director effectiveness of the Investment Adviser only, there Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment AdviserTrust, whether and the Representative shall have received a certificate of a Regular Trustee of the Trust, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Trust has complied with all agreements and satisfied all conditions on its part to be performed or not arising in the ordinary course of businesssatisfied at or prior to Closing Time, and (viv) with respect to the Fund onlybest of its knowledge after due inquiry, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted initiated or are pending or, to the knowledge of such officer, are contemplated threatened by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received (A) a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserAllianz, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserManagers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser Allianz only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserAllianz, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the CommissionCommission and (B) a certificate of the President or a Vice President or Managing Director of PIMCO, dated as of Closing Time, to the effect that (i) representations and warranties in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time and (ii) the description of PIMCO and its business, and the statements attributable to PIMCO in the Registration Statement (and any amendment or supplement thereto) under the headings “Prospectus Summary-Portfolio Manager” and “Management of the Fund-Portfolio Manager” and under the heading “Investment Manager and Portfolio Managers-Portfolio Manager,” at the time such Registration Statement became effective, were true and correct and did 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 not misleading or the description of PIMCO and its business, and the statements attributable to PIMCO in the Prospectus (and any amendment or supplement thereto) under the headings “Prospectus Summary-Portfolio Manager” and “Management of the Fund-Portfolio Manager” and under the heading “Investment Manager and Portfolio Managers-Portfolio Manager,” at the time the Prospectus was issued, were true and correct and did not, or at the Closing Time, are true and correct and do 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 the light of the circumstances under which they were made, not misleading.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of businessTrust, and (v) with respect the Representatives shall have received a certificate of a Regular Trustee of the Trust, dated as of Closing Time, to the Fund onlyeffect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.and

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundTrust Material Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) with respect to the certificate by officers of the Trust only, there has been no such material adverse changeTrust Material Adverse Effect, (ii) the representations and warranties in Sections 1(a) and 1(b) (bwith respect to Section 1(b), the representations and warranties made by officers of the Advisers only) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Trust and the Investment AdviserAdvisers, respectively, has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director officers of each of the Investment Adviser Advisers only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund certificate by officers of the Trust only, to the best of their knowledge, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisors, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (bc) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Advisereach Advisor, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser each Advisor only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Advisersuch Advisor, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge best of such officertheir knowledge, are pending or are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundMaterial Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer Chief Financial Officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisor, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties of the Trust and the Advisor in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund Trust and the Investment AdviserAdvisor, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser Advisor only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserAdvisor, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment AdviserTrust, whether and the Representative shall have received a certificate of a Regular Trustee of the Trust, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or not arising warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in the ordinary course of businessall material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (viv) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the Original Registration Statement, the Preliminary Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundFund or any of its subsidiaries, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received (x) a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director (or person holding similar office) of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(al(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and or the Investment Adviser, respectivelyas applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director knowledge of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund onlysuch officers, no stop order suspending the effectiveness of the Original Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officerofficers, are contemplated by the CommissionCommission and (y) a certificate of the Fund’s chief financial officer, dated the date hereof, substantially in the form of Schedule G hereto.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany, ICG LP and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received (1) a certificate of the Chief Executive Officer, President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to their knowledge, contemplated by the knowledge Commission, and (2) a certificate of an officer of ICG LP, dated as of Closing Time, to the effect that (i) there has been no such officermaterial adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) ICG LP has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of businessTrust, and (v) with respect the Representatives shall have received a certificate of a Regular Trustee of the Trust, dated as of Closing Time, to the Fund onlyeffect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundPartnership Entities considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received (i) a certificate of the President chief executive officer or Vice President the president of the Fund General Partner and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserGeneral Partner, dated as of the Closing Time, to the effect that (iA) there has been no such material adverse change, (iiB) the representations and warranties of the Partnership Entities in Sections 1(a) and (b) hereof, as applicable, this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iiiC) each of the Fund Partnership Entities has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Investment AdviserClosing Time, and (D) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, threatened by the Commission; and (ii) a certificate of the chief executive officer or the president of each of OCI NV and OCI USA and of the chief financial or chief accounting officer of each of OCI NV and OCI USA, dated the Closing Time to the effect that (A) the representations and warranties of OCI NV and OCI USA in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, and (B) each of OCI NV and OCI USA, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissionrespectively.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the Preliminary Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received (x) at the Closing Time a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director (or person holding similar office) of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(al(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and or the Investment Adviser, respectivelyas applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director knowledge of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund onlysuch officers, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officerofficers, are contemplated by the CommissionCommission and (y) at the time of the execution of this Agreement a certificate of the Fund’s chief financial officer, dated the date hereof, substantially in the form of Schedule G hereto.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the each Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b), (c) and (bd) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director each of the Investment Adviser Advisers only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the such Investment Adviser, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission. The Fund and the Investment Adviser acknowledge that the provisions of the Purchase Agreement (other than Sections 1(c) and 1(d)) concern matters that ordinarily would not be within the knowledge or control of the Subadvisers to the Fund, and that such matters are instead within the exclusive knowledge and control of the Fund itself and of the Investment Adviser. Therefore, any certificate signed by any officer of a Subadviser may be qualified subject to such officer’s knowledge.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Dealer shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser Manager, RCM and of the treasurer, chief financial or chief accounting officer of the Investment AdviserAGIA, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(al(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Fund, the Manager and the Investment AdviserSub-Advisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser Manager, RCM and AGIA only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserManager, RCM or AGIA, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received (A) a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserPAFM, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserManagers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser PAFM only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserPAFM, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the CommissionCommission and (B) a certificate of the President or a Vice President or Managing Director of PIMCO, dated as of Closing Time, to the effect that (i) representations and warranties in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time and (ii) the description of PIMCO and its business, and the statements attributable to PIMCO in the Registration Statement (and any amendment or supplement thereto) under the headings “Prospectus Summary—Portfolio Manager,” “Management of the Fund—Portfolio Manager” and in the first four paragraphs under the heading “Investment Manager and Portfolio Manager—Portfolio Manager,” at the time such Registration Statement became effective, were true and correct and did 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 not misleading or the description of PIMCO and its business, and the statements attributable to PIMCO in the Prospectus (and any amendment or supplement thereto) under the headings “Prospectus Summary—Portfolio Manager” and “Management of the Fund—Portfolio Manager,” at the time the Prospectus was issued, were true and correct and did not, or at the Closing Time, are true and correct and do 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 the light of the circumstances under which they were made, not misleading.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Adviser in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Dealers shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Advisers in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by contemplated. The Dealers shall have also received a certificate of a duly authorized officer of the CommissionDistributor, dated the Closing Time, to the effect that (i) the representations and warranties of the Distributor in this Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (ii) the Distributor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time and (iii) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Distributor, whether or not arising in the ordinary course of business.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Dealer shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Advisers in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, Material Adverse Effect and the Representatives Representative shall have received (A) a certificate of the President or Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserFund, dated as of Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect to no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission and (B) a certificate by an officer of the President or Managing Director a Vice President of each of the Investment Adviser and Subadviser (as to itself only), dated as of Closing Time, to the effect that (i) there has been no such Material Adverse Effect, (ii) the respective representations and warranties in Sections 1(a) and 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) such Investment Adviser or Subadviser, as applicable, in each case has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the such Investment AdviserAdviser or Subadviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Adviser in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Underwriters shall have received a certificate of the President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment AdviserTrust, whether and the Underwriters shall have received a certificate of a Regular Trustee of the Trust, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or not arising warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in the ordinary course of businessall material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (viv) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the each Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b), (c) and (bd) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director each of the Investment Adviser Advisers only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the such Investment Adviser, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission. The Fund and the Investment Adviser acknowledge that the provisions of the Purchase Agreement (other than Sections 1(c) and 1(d)) concern matters that ordinarily would not be within the knowledge or control of the Subadvisers to the Fund, and that such matters are instead within the exclusive knowledge and control of the Fund itself and of the Investment Adviser. Therefore, any certificate signed by any officer of a Subadviser may be qualified subject to such officer’s knowledge.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of businessMaterial Adverse Effect, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as date of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and there shall not have been any adverse legislative or regulatory developments related to the M&A Rules and Related Clarifications that, in the judgment of the Representatives (after consultation with the Company), would make it inadvisable to proceed with the public offering or the delivery of the Securities and the Ordinary Shares being delivered at the Closing Time on the terms and in the manner contemplated in this Agreement (including any such development that results in either Chinese counsel to the Company or Chinese counsel to the Underwriters not being able to confirm, at the Closing Time, the respective opinions of such counsel). The Representatives shall have received a certificate certificates of the President or Vice President of chief executive officer and the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) there has been no such adverse legislative or regulatory developments, (iii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct in all respects with the same force and effect as though expressly made at and as of the Closing Time, (iiiiv) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, ADS Registration Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officertheir knowledge, are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundMaterial Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer Chief Financial Officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Change, (ii) the representations and warranties of the Fund and the Adviser in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundNavios Parties, whether or not arising in the ordinary course of business, and the Representatives shall have received received: (a) a certificate of the President or a Vice President of the Fund General Partner and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserGeneral Partner, dated as of Closing Time, to the effect that (i) there has been no such material adverse changechange with respect to the Partnership Entities, (ii) the representations and warranties of the Partnership Entities in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has Partnership Entities have complied with all agreements and satisfied all conditions on its their part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officertheir knowledge, are contemplated by the CommissionCommission and (b) a certificate of the President or a Vice President of Navios Maritime and of the chief financial or chief accounting officer of Navios Maritime, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change with respect to Navios Maritime, ShipManagement or the Operating Subsidiaries, (ii) the representations and warranties of Navios Maritime and ShipManagement in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, and (iii) Navios Maritime and ShipManagement have complied will all agreements and satisfied all conditions on their part to be performed at or prior to Closing Time.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received received: (i) a certificate of the President or Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (ia) there has been no such material adverse changechange with respect to the Company and its subsidiaries, (iib) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iiic) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (vd) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the CommissionCommission and (ii) a certificate of the President or a Vice President of the Principal Shareholder and of the chief financial or chief accounting officer of the Principal Shareholder, dated as of Closing Time, to the effect that (x) there has been no such material adverse change with respect to the Principal Shareholder, (y) the representations and warranties of the Principal Shareholder in Section 1(a) or 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, and (z) the Principal Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundTrust, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Trust and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund Trust only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At The Representatives shall have received certificates of the chief executive officer and the chief financial officer of the Company, dated as of the Closing TimeTime and each Date of Delivery, to the effect that (i) there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectushereof, any material adverse change in the business, properties, condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its Affiliated Entities taken as a whole, whether or not arising in the ordinary course of business, and there shall not have been any adverse legislative or regulatory developments related to the M&A Rules and Related Clarifications that, in the judgment of the Representatives shall have received a certificate (after consultation with the Company), would make it inadvisable to proceed with the public offering or the delivery of the President Securities and the Ordinary Shares being delivered at the Closing Time or Vice President such Date of Delivery, as the Fund case may be, on the terms and of in the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, manner contemplated in this Agreement (including any such development that results in either PRC counsel to the effect that (i) there has been no Company or PRC counsel to the Underwriters not being able to confirm, at the Closing Time or such material adverse changeDate of Delivery, as the case may be, the respective opinions of such counsel), (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct in all respects with the same force and effect as though expressly made at and as of the Closing TimeTime or such Date of Delivery, as the case may be, (iii) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing TimeTime and such Date of Delivery, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, ADS Registration Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officertheir knowledge, are contemplated by the Commission. The Representatives shall have also received a certificate of the chief financial officer of the Company, dated as of the Closing Time and each Date of Delivery, to the effect that the average concurrent user, peak concurrent user, active paying player and average revenues per user data disclosed in the Registration Statement have been derived from and verified against the Company’s accounting and business records, and the chief financial officer has no reason to believe that such data is not true and correct.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundMaterial Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer Chief Financial Officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisors, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties of the Fund and such Advisor in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment Advisersuch Advisor, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser such Advisor only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Advisersuch Advisor, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Dealers shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Advisers in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus Prospectus or the ProspectusGeneral Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundTrust, whether or not arising in the ordinary course of businessbusiness (except, in the case of any Officer's Certificate delivered on any Date of Delivery in connection with any Option Securities, for any change in net asset value of the Trust resulting from its normal investment operations), and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Trust and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, or to the knowledge of such officer, the Trust or Investment Adviser are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Adviser in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of businessbusiness (except, in the case of any Officer's Certificate delivered on any Date of Delivery in connection with any Options Securities, for any change in the net asset value of the Fund resulting from its investment operations), and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser onlyeach Adviser, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and Fund, of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser and of the [ ] of the Sub-Adviser and of the [ ] of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (bc) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate certificates by an officer or Managing Director of the Investment Adviser and the Sub-Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserAdviser and the Sub-Advisor, respectively, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundMaterial Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer Chief Financial Officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisors, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties of the Trust and such Advisor in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund Trust and the Investment Advisersuch Advisor, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser such Advisor only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Advisersuch Advisor, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisors, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (bc) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisors, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser each Advisor only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Advisersuch Advisor, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge best of such officertheir knowledge, are pending or are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundMaterial Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer Chief Financial Officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisor, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties of the Fund and the Investment Advisor in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment AdviserAdvisor, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser Advisor only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment AdviserAdvisor, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundTrust Material Adverse Effect, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse changeTrust Material Adverse Effect, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund Trust and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund Trust only, to the best of its knowledge, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration StatementProspectus, each preliminary prospectus or the Prospectus, General Disclosure Package any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of businessbusiness (except, in the case of changes on any Date of Delivery in connection with the Option Securities, for any change in the net asset value of the Fund resulting from investment operations), and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) insofar as they relate to the Company, the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of businessTrust, and (v) with respect the Representatives shall have received a certificate of an Administrative Trustee of the Trust, dated as of Closing Time, to the Fund onlyeffect that (i) there has been no such material adverse change, (ii) insofar as they relate to the Trust, the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, (i) since the date hereof of the latest audited financial statements included in the Prospectus, any loss or interference with the business of the Company or any of the Subsidiaries, considered as one enterprise, from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except as set forth or contemplated in the Prospectus, and (ii) since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, Prospectus there shall not have been any material adverse change in the condition, financial outstanding capital stock or otherwiselong-term debt of the Company or any of the Subsidiaries, or in any change, or any development that is reasonably likely, currently or prospectively, to have a Material Adverse Effect the earningsCompany and its Subsidiaries, propertiesXxxxxxx and Xxxxxx, business affairs or business prospects of the Fundconsidered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate certificates of the President or a Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending orpending, to the knowledge of such officertheir knowledge, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received (A) a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the CommissionCommission and (B) a certificate of the President or a Vice President or Managing Director of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change and (ii) the representations and warranties in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Sub-Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (iv) the description of the Sub-Adviser in the Registration Statement and the Prospectus (and any amendment or supplement to either of them) is true and correct and 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 not misleading.

Officer’s Certificates. At such Closing Time, there shall not have been, since the date hereof or since the respective dates as date of which information is given the most recent financial statements included in the Registration Statement, each preliminary prospectus or the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising from transactions in the ordinary course of businessbusiness except as set forth in the Prospectus (exclusive of any supplement thereto), and the Representatives shall have received a certificate certificates of the Chairman of the Board, the President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund Company, and (with respect to subsections (iii) and (iv) below) of officers of equivalent title and functions of the President or a Vice President or Managing Director of Selling Stockholders, respectively, satisfactory to the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing TimeRepresentatives, to the effect that that, at and as of such Closing Time, (i) they have carefully examined the Registration Statement, the Preliminary Prospectus, the Prospectus and any supplements thereto and this Agreement, (ii) there has been no such material adverse change, (iiiii) the representations and warranties of the Company and the Selling Stockholders, in Sections 1(a) and (b) hereof, each case as applicable, in Section 1 hereof are true and correct in all material respects on and as of the Closing Time with the same force and effect as though expressly made at and as of such Closing Time, (iiiiv) each of the Fund Company and the Investment AdviserSelling Stockholders, respectivelyin each case as applicable, has have complied with all agreements and satisfied all conditions on its their part to be performed or satisfied pursuant to this Agreement at or prior to such Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officerCompany's knowledge, are contemplated by the Commissionthreatened.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President, the Executive Vice President or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission. The Representatives shall have received a certificate from the President or a Vice President of ShopKo and of the chief financial officer or chief accounting officer of ShopKo, dated as of the Closing Time, to the effect that (i) the representations and warranties in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) ShopKo has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, except for changes in the net asset value of the Fund arising out of normal investment operations, and the Representatives Representative shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President (or Managing Director similar officials with comparable responsibilities) of each of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser onlyeach Adviser, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the Original Registration Statement, the Preliminary Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received (x) at the Closing Time a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director (or person holding similar office) of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(al(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and or the Investment Adviser, respectivelyas applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, and (iv) with respect to the certificate by an officer or Managing Director knowledge of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund onlysuch officers, no stop order suspending the effectiveness of the Original Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officerofficers, are contemplated by the CommissionCommission and (y) the time of the execution of this Agreement a certificate of the Fund’s chief financial officer, dated the date hereof, substantially in the form of Schedule G hereto and at the Closing Time a certificate of the Fund’s chief financial officer, dated the date hereof, substantially in the form of Schedule G relating to the Prospectus.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of businessMaterial Adverse Effect, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of the Closing Time, to the effect that (i) there has been no such material adverse changeMaterial Adverse Effect, (ii) the representations and warranties of the Fund and the Adviser in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundTrust, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund Trust and of the treasurer, chief financial or chief accounting officer of the Fund Trust and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisors, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Trust and the Advisors in Sections 1(a) and (b) hereofthis Agreement, as applicable, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund Trust and the Investment AdviserAdvisors, respectively, has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser each Advisor only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Advisersuch Advisor, whether or not arising in the ordinary course of business, business and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, and no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) insofar as they relate to the Company, the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of businessTrust, and (v) with respect the Representative shall have received a certificate of an Administrative Trustee of the Trust, dated as of Closing Time, to the Fund onlyeffect that (i) there has been no such material adverse change, (ii) insofar as they relate to the Trust, the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the FundCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the President Chairman, the President, a Vice Chairman or a Vice President of the Fund Company and of the treasurer, chief financial or chief accounting officer or the Treasurer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment AdviserCompany, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (b) hereof, as applicable, hereof are true and correct with the same force and effect as though expressly made at and as of Closing TimeTime (except for representations or warranties which by their terms speak as of a different date or dates), (iii) each of the Fund and the Investment Adviser, respectively, Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, Time and (iv) with respect no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are, to the certificate by an officer or Managing Director best of the Investment Adviser onlyCompany's knowledge, there has been no threatened by the Commission; or (B) any material adverse change in the condition, financial or otherwise, or in the earnings, properties, earnings or business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of businessTrust, and (v) with respect the Representative shall have received a certificate of a Regular Trustee of the Trust, dated as of Closing Time, to the Fund onlyeffect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time (except for representations or warranties which by their terms speak as of a different date or dates), (iii) the Trust has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Statement has been issued and no proceedings for any such that purpose have been instituted or are pending oror are, to the knowledge best of such officerthe Trust's knowledge, are contemplated threatened by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the each Investment Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b), (c) and (bd) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the each Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the such Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Representative(s) shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Fund and the Adviser in Sections 1(a) and (b) hereof, as applicablethis Agreement, are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Fund and the Investment Adviser, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to the Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of suspension any preliminary prospectus or the Prospectus has been issued, no revocation of registration has been issued pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose of those purposes have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commissioncontemplated.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections Section 1(a) and (bhereof, and, with respect to each Adviser on behalf of such Adviser, Section 1(b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or Vice President a duly authorized officer of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of the Investment Adviser and each of the treasurer, chief financial or chief accounting officer of the Investment AdviserAdvisers, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a) and (b) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate by an officer or Managing Director of the Investment each Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment such Adviser, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, or are contemplated by the Commission.

Officer’s Certificates. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, each preliminary prospectus prospectus, the Time of Sale Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Fund, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received a certificate of the President or a Vice President of the Fund and of the treasurer, chief financial or chief accounting officer of the Fund and Fund, of the a Co-President or a Vice President or Managing Director of the Investment Adviser and of the treasurer, chief financial or chief accounting officer of the Investment Adviser and of the President or a Vice President or Managing Director of the Sub-Adviser and of the treasurer, chief financial or chief accounting officer of the Sub-Adviser, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Sections 1(a), (b) and (bc) hereof, as applicable, are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) each of the Fund and the Investment AdviserAdvisers, respectively, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to this Agreement at or prior to Closing Time, (iv) with respect to the certificate certificates by an officer or Managing Director of the Investment Adviser and the Sub-Adviser only, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Investment Adviser and the Sub-Adviser, respectively, whether or not arising in the ordinary course of business, and (v) with respect to the Fund only, no stop order suspending the effectiveness of the Registration Statement, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, Act has been issued and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of such officer, are contemplated by the Commission.