RULES AND REGULATIONS PROMULGATED THEREUNDER AND DULY REGISTERED OR
LICENSED, EXCEPT WHERE ANY FAILURE TO BE DULY REGISTERED, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
SINCE THEIR INITIAL OFFERING, SHARES OF EACH OF THE MUTUAL FUNDS HAVE
BEEN DULY QUALIFIED FOR SALE UNDER THE SECURITIES LAWS OF EACH JURISDICTION IN
WHICH THEY HAVE BEEN SOLD OR OFFERED FOR SALE AT SUCH TIME OR TIMES DURING WHICH
SUCH QUALIFICATION WAS REQUIRED, AND, IF NOT SO QUALIFIED, THE FAILURE TO SO
QUALIFY WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE
OFFERING AND SALE OF SHARES OF EACH OF THE MUTUAL FUNDS HAVE BEEN REGISTERED
UNDER THE 1933 ACT DURING SUCH PERIOD OR PERIODS FOR WHICH SUCH REGISTRATION IS
REQUIRED; THE RELATED REGISTRATION STATEMENT HAS BECOME EFFECTIVE UNDER THE 1933
ACT; NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF ANY SUCH REGISTRATION
STATEMENT HAS BEEN ISSUED AND NO PROCEEDINGS FOR THAT PURPOSE HAVE BEEN
INSTITUTED OR, TO THE BEST KNOWLEDGE OF THE COMPANY, ARE CONTEMPLATED.
EXCEPT
TO THE EXTENT THAT SUCH FAILURE TO COMPLY, MISSTATEMENT OR OMISSION, AS THE CASE
MAY BE, WOULD NOT REASONABLY BE LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT,
THE REGISTRATION STATEMENT OF EACH MUTUAL FUND, TOGETHER WITH THE AMENDMENTS AND
SUPPLEMENTS THERETO, UNDER THE 1940 ACT AND THE 1933 ACT HAS, AT ALL TIMES WHEN
SUCH REGISTRATION STATEMENT WAS EFFECTIVE, COMPLIED IN ALL MATERIAL RESPECTS
WITH THE REQUIREMENTS OF THE 1940 ACT AND THE 1933 ACT THEN IN EFFECT AND
NEITHER SUCH REGISTRATION STATEMENT NOR ANY AMENDMENTS OR SUPPLEMENTS THERETO
CONTAINED, AT THE TIME AND IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE
MADE, AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, AT
THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
ALL SHARES OF EACH OF THE MUTUAL FUNDS WERE SOLD PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, OR PURSUANT TO A VALID EXEMPTION FROM
REGISTRATION, AND HAVE BEEN DULY AUTHORIZED AND ARE VALIDLY ISSUED, FULLY PAID
AND NON-ASSESSABLE.
EACH OF THE MUTUAL FUNDS' INVESTMENTS HAS BEEN MADE IN
ACCORDANCE WITH ITS INVESTMENT POLICIES AND RESTRICTIONS SET FORTH IN ITS
REGISTRATION STATEMENT IN EFFECT AT THE TIME THE INVESTMENTS WERE MADE AND HAVE
BEEN HELD IN ACCORDANCE WITH ITS RESPECTIVE INVESTMENT POLICIES AND
RESTRICTIONS, TO THE EXTENT APPLICABLE AND IN EFFECT AT THE TIME SUCH
INVESTMENTS WERE HELD, EXCEPT TO THE EXTENT ANY FAILURE TO COMPLY WITH SUCH
POLICIES AND RESTRICTIONS, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(aa)
The Company is not party to any investment advisory agreement or
distribution agreement and is not serving or acting as an investment adviser to
any person.
Each of the investment advisory agreements to which any of its
subsidiaries is a party is a legal and valid
10
OBLIGATION