Common use of Conditions to the Obligations of the Placement Agent Clause in Contracts

Conditions to the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Fund herein are, at and as of the time of effectiveness of the Registration Statement, true and correct in all material respects, to the condition that the Fund shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel. (b) The Placement Agent shall have received a certificate of the Fund, dated the Initial Closing Date, and each Subsequent Closing Date (as defined in Section 7(d)), to the effect that: i) On and as of the date of such certificate, the representations and warranties of the Fund contained herein are true and correct, and the Fund has complied with all the agreements and satisfied all the conditions required to be performed or satisfied on its part at or prior to such date; ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of its knowledge, are pending or contemplated under the 1933 Act with respect to the Registration Statement, the Prospectus or the Statement of Additional Information; and iii) Neither the Registration Statement, the Prospectus, the Statement of Additional Information nor any amendments or supplements thereto contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to be stated therein to make the statements made therein, in light of the circumstances in which they were made, not misleading and, since the effective date of the Registration Statement, no event has occurred or been discovered which is required to be set forth in an amended or supplemental Prospectus or Statement of Additional Information which has not been so set forth. (c) Husch ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP shall have furnished the Placement Agent with their written opinion, dated the Initial Closing Date, and each Subsequent Closing Date, in substantially the form attached hereto as Exhibit B. (d) McGladrey & ▇▇▇▇▇▇, LLP shall have furnished to the Placement Agent a letter, dated the Initial Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that: i) They are independent registered public accountants with respect to the Fund within the meaning of the 1933 Act and the 1933 Act Rules and Regulations. ii) In their opinion the financial statements of the Fund audited by them and included in the registration statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Rules and Regulations. (e) All documents required to be delivered to the Placement Agent by the Fund on the Initial Closing Date, or any subsequent date, have been delivered in form and substance satisfactory to the Placement Agent and its counsel.

Conditions to the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Fund herein are, at and as of the time of effectiveness of the Registration Statement, true and correct in all material respects, to the condition that the Fund shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and to the following additional conditions: (a) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel. (b) The Placement Agent shall have received a certificate of the Fund, dated the Initial Closing Date, and each Subsequent Closing Date (as defined in Section 7(d)), to the effect that: i) On and as of the date of such certificate, the representations and warranties of the Fund contained herein are true and correct, and the Fund has complied with all the agreements and satisfied all the conditions required to be performed or satisfied on its part at or prior to such date; ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of its knowledge, are pending or contemplated under the 1933 Act with respect to the Registration Statement, the Prospectus or the Statement of Additional Information; and iii) Neither the Registration Statement, the Prospectus, the Statement of Additional Information nor any amendments or supplements thereto contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to be stated therein to make the statements made therein, in light of the circumstances in which they were made, not misleading and, since the effective date of the Registration Statement, no event has occurred or been discovered which is required to be set forth in an amended or supplemental Prospectus or Statement of Additional Information which has not been so set forth. (c) Husch ▇B▇▇▇▇▇▇▇▇ ▇S▇▇▇▇▇▇ LLP shall have furnished the Placement Agent with their written opinion, dated the Initial Closing Date, and each Subsequent Closing Date, in substantially the form attached hereto as Exhibit B. (d) McGladrey & ▇P▇▇▇▇▇, LLP shall have furnished to the Placement Agent a letter, dated the Initial Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that: i) They are independent registered public accountants with respect to the Fund within the meaning of the 1933 Act and the 1933 Act Rules and Regulations. ii) In their opinion the financial statements of the Fund audited by them and included in the registration statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Rules and Regulations. (e) All documents required to be delivered to the Placement Agent by the Fund on the Initial Closing Date, or any subsequent date, have been delivered in form and substance satisfactory to the Placement Agent and its counsel.