Common use of Authorization of Agreements; Absence of Defaults and Conflicts Clause in Contracts

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Investment Management Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment each respective Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements Management Agreement and the Sub-Advisory Agreement each constitute a valid and binding obligations obligation of the Investment each respective Adviser, enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by either of the Investment Adviser Advisers of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment either Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of each of the Investment AdviserAdvisers, or to each Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisers or its their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisers of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and This Agreement, the Investment Management Agreement. This , the Additional Compensation Agreement and the Investment Management Agreement Structuring Fee Agreements have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement or Agreement, the Investment Management Agreement, the Additional Compensation Agreement and the Structuring Fee Agreements nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement, the Additional Compensation Agreement or the Investment Management Agreement Structuring Fee Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement, the Sub-Advisory Agreement and the Investment Management Agreement. This Agreement and the Investment Management Additional Compensation Agreement have each been duly authorized, executed and delivered by each Adviser that is a party thereto, and (assuming the Investment Adviser, and, assuming due authorization, execution and delivery by each of the other parties thereto) the Management Agreement, such Agreements the Sub-Advisory Agreement and the Additional Compensation Agreement each constitute a valid and binding obligations obligation of the Investment Advisereach respective Adviser that is a party thereto, enforceable against it in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) or an implied covenant of good faith and fair dealing; and neither the execution and delivery of this Agreement, the Management Agreement, the Sub-Advisory Agreement or and the Investment Management Additional Compensation Agreement nor the performance by either of the Investment Adviser Advisers of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, (i) any agreement or instrument to which the Investment either Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the Investment AdviserAdvisers, or (iii) to each Adviser's knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisers or its their respective properties or operationsoperations other than, in clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisers of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreement, except as have been obtained or will have been obtained prior to the Closing Time or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement dated as of December 31, 2010 between the Investment Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”). This Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE rules or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Sub-Adviser has full power and authority to enter into and perform its obligations under this Agreement and the Investment Management Sub-Advisory Agreement. This Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Sub-Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and the Sub-Advisory Agreement is in full force and effect; and neither the execution and delivery of this Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Sub-Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Sub-Adviser is a party or by which it is bound, the organizational documents of the Investment Sub-Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Sub-Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Sub-Adviser of the transactions contemplated by this Agreement or the Investment Management Sub-Advisory Agreement except as have been obtained or may be required under the 1933 Act, the 1933 Act Regulations, the 1940 Act, the 1934 1940 Act Regulations, the Advisers Act, the NYSE Advisers Act Regulations or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into and perform its obligations under this Agreement and Agreement, the Investment Management Agreement, the Investment Sub-Advisory Agreement dated as of October 1, 2014 as extended through August 1, 2017 between the Investment Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”) and the Structuring Fee Agreement. This Agreement, the Investment Management Agreement, the Sub-Advisory Agreement and the Investment Management Structuring Fee Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Investment Management Structuring Fee Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Investment Management Agreement Structuring Fee Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each has been duly authorized, executed and delivered by such Adviser; the Investment Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such Adviser, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute each constitutes a valid and binding obligations obligation of the Investment such Adviser, enforceable in accordance with their respective its terms, except as affected (A) the enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally generally, (B) the rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution may be limited by general equitable principles (whether considered in a proceeding in equity or at law)by state or federal securities laws or the policies underlying such laws; and neither the execution and delivery of this Agreement, the Advisory Agreement or the Investment Management Agreement Subadvisory Agreement, nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment such Adviser, or to such Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment such Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment such Adviser of the transactions contemplated by this Agreement, the Advisory Agreement or and the Investment Management Agreement Subadvisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Investment Company Act, the 1934 Act, the NYSE Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Administration Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements Management Agreement and the Administration Agreement each constitute a valid and binding obligations obligation of the Investment Adviser, enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Administration Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict withviolate, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is boundbound and which are material to the conduct of the Investment Adviser's services under each of the Management Agreement and the Administration Agreement, the certificate of incorporation, the by-laws or other organizational documents of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Administration Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The This Agreement, the Investment Adviser has full power and authority to enter into this Advisory Agreement, the Additional Compensation Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Structuring Fee Agreements have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of any of this Agreement or Agreement, the Investment Management Advisory Agreement, the Additional Compensation Agreement and the Structuring Fee Agreements nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Advisory Agreement, the Additional Compensation Agreement or the Investment Management Agreement Structuring Fee Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into and perform its obligations under this Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement dated as of April 11, 2016 between the Investment Adviser and the Sub-Adviser, as amended (the “Sub-Advisory Agreement”). This Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 Act, the NYSE 1934 Act Regulations, the 1940 Act, the 1940 Act Regulations or state securities laws. The Investment Management Agreement and the Sub-Advisory Agreement are in full force and effect.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into and perform its obligations under this Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement dated as of April 11, 2016 between the Investment Adviser and the Sub-Adviser, as amended (the “Sub-Advisory Agreement”). This Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and the Investment Management Agreement and the Sub-Advisory Agreement are in full force and effect; and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 Act, the NYSE 1934 Act Regulations, the 1940 Act, the 1940 Act Regulations or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Investment Management Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE, the NYSE Amex or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The This Agreement, the Investment Adviser has full power and authority to enter into this Agreement Advisory Agreement, the Subadvisory Agreements and the Investment Management Agreement. This Agreement and the Investment Management Additional Compensation Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such the Investment Advisory Agreement, the Subadvisory Agreements and the Additional Compensation Agreement constitute valid and binding obligations of the Investment Adviser, each enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement Agreement, the Investment Advisory Agreement, the Subadvisory Agreements or the Investment Management Additional Compensation Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Investment Adviser Material Adverse Effect), the articles of incorporation or other organizational documents document of the Investment Adviser, or to the Investment Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement Agreement, the Investment Advisory Agreement, the Subadvisory Agreements or the Investment Management Agreement Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute each agreement constitutes a valid and binding obligations obligation of the Investment Adviser, enforceable in accordance with their its respective terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and public policy and except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into Each of this Agreement, the Management Agreement and the Investment Management Agreement. This Sub-Advisory Agreement and the Investment Management Agreement have to which such Adviser is a party has each been duly authorized, executed and delivered by the Investment such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and except as rights to indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Management Agreement or the Investment Management Sub-Advisory Agreement to which such Adviser is a party nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or to the Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement Agreement, the Management Agreement, or the Investment Management Sub-Advisory Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each has been duly authorized, executed and delivered by such Adviser; the Investment Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such Adviser, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute each constitutes a valid and binding obligations obligation of the Investment such Adviser, enforceable in accordance with their respective its terms, except as affected (A) the enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally generally, (B) the rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution may be limited by general equitable principles (whether considered in a proceeding in equity or at law)by state or federal securities laws or the policies underlying such laws; and neither the execution and delivery of this Agreement, the Advisory Agreement or the Investment Management Subadvisory Agreement to which such Adviser is a party nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment such Adviser, or to such Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment such Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment such Adviser of the transactions contemplated by this Agreement, the Advisory Agreement or and the Investment Management Subadvisory Agreement to which such Adviser is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Investment Company Act, the 1934 Act, the NYSE Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each has been duly authorized, executed and delivered by such Adviser; the Investment Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such Adviser, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute each constitutes a valid and binding obligations obligation of the Investment such Adviser, enforceable in accordance with their respective its terms, except as affected (A) the enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally generally, (B) the rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution may be limited by general equitable principles (whether considered in a proceeding in equity or at law)by state or federal securities laws or the policies underlying such laws; and neither the execution and delivery of this Agreement, the Advisory Agreement or the Investment Management Subadvisory Agreement nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment such Adviser, or to such Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment such Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment such Adviser of the transactions contemplated by this Agreement, the Advisory Agreement or and the Investment Management Agreement Subadvisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Investment Company Act, the 1934 Act, the NYSE Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. The Each of this Agreement, the Investment Adviser has full power and authority to enter into this Advisory Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each Additional Compensation Agreement[s] has been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements Investment Advisory Agreement and the Additional Compensation Agreement[s] each constitute a valid and binding obligations obligation of the Investment Adviser, enforceable in accordance with their respective terms, its terms except as affected by the enforcement thereof may be subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws, whether statutory laws now or decisional, thereafter in effect relating to or affecting creditors’ rights generally generally, and (ii) general equitable principles (whether considered of equity and the discretion of the court in a which any proceeding in equity or at law)therefor may be brought; and neither the execution and delivery of this Agreement, the Investment Advisory Agreement or the Investment Management Agreement Additional Compensation Agreement[s] nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the certificate of trust, the by-laws or other organizational documents of the Investment Adviser, or by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Advisory Agreement or the Investment Management Agreement Additional Compensation Agreement[s] except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement, the Investment Management Agreement and the Sub-Advisory Agreement dated as of [ ] between the Investment Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”). This Agreement, the Investment Management Agreement. This Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE rules or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into Each of this Agreement and Agreement, the Investment Management Agreement. This Advisory Agreement and the Investment Management Agreement have to which such Adviser is a party has each been duly authorized, executed and delivered by the Investment such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and except as rights to indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Investment Advisory Agreement or the Investment Management Agreement to which such Adviser is a party nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or to the Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement or the Investment Management Agreement; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement Agreement, the Investment Advisory Agreement, or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Investment Management Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Amex or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into and perform its obligations under this Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement dated as of October 1, 2014 between the Investment Adviser and the Sub-Adviser, as amended (the “Sub-Advisory Agreement”). This Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 Act, the NYSE 1934 Act Regulations, the 1940 Act, the 1940 Act Regulations or state securities laws. The Investment Management Agreement and the Sub-Advisory Agreement are in full force and effect.

Authorization of Agreements; Absence of Defaults and Conflicts. The This Agreement, the Management Agreement, the Administration Agreement, the Additional Compensation Agreement between the Investment Adviser has full power Manager and authority to enter into this Xxxxxxx Xxxxx dated as of January [ ], 2005 (the "Merrill Additional Compensation Agreement"), the Additional Compensation Agreement between the Investment Manager and [ ] dated as of January [ ], 2005 (the "[ ] Additional Compensation Agreement") and the Additional Compensation Agreement between the Investment Manager and [ ] dated as of January [ ], 2005 (the "[ ] Additional Compensation Agreement", collectively with the Merrill Additional Compensation Agreement and the Investment Management [ ] Additional Compensation Agreement. This Agreement and , the Investment Management Agreement "Additional Compensation Agreements") have each been duly authorized, executed and delivered by the Investment AdviserManager, andand the Management Agreement, assuming due authorization, execution the Administration Agreement and delivery by the other parties thereto, such Additional Compensation Agreements each constitute a valid and binding obligations obligation of the Investment AdviserManager, enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement, the Administration Agreement or the Investment Management Agreement Additional Compensation Agreements nor the performance by the Investment Adviser Manager of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Manager is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of the Investment AdviserManager, or to the Investment Manager's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Manager or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Manager of the transactions contemplated by this Agreement, the Management Agreement, the Administration Agreement or the Investment Management Agreement Additional Compensation Agreements except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into Each of this Agreement, the Management Agreement and the Investment Management Agreement. This Sub-Advisory Agreement and the Investment Management Agreement have to which such Adviser is a party has each been duly authorized, executed and delivered by the Investment 8 such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and except as rights to indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Management Agreement or the Investment Management Sub-Advisory Agreement to which such Adviser is a party nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or to the Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement Agreement, the Management Agreement, or the Investment Management Sub-Advisory Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each has been duly authorized, executed and delivered by such Investment Adviser or Subadviser; the Advisory Agreement and the Subadvisory Agreement to which such Investment AdviserAdviser or Subadviser is a party has been duly authorized, andexecuted and delivered by such Investment Adviser or Subadviser, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute each constitutes a valid and binding obligations obligation of the such Investment AdviserAdviser or Subadviser, enforceable in accordance with their respective its terms, except as affected (A) the enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally generally, (B) the rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution may be limited by general equitable principles (whether considered in a proceeding in equity or at law)by state or federal securities laws or the policies underlying such laws; and neither the execution and delivery of this Agreement, the Advisory Agreement or the Subadvisory Agreement to which such Investment Management Agreement Adviser or Subadviser is a party, nor the performance by the such Investment Adviser or Subadviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the such Investment Adviser or Subadviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the such Investment Adviser or Subadviser, or to such Investment Adviser’s or Subadviser’s knowledge, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the such Investment Adviser or Subadviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the such Investment Adviser or Subadviser of the transactions contemplated by this Agreement, the Advisory Agreement and the Subadvisory Agreement to which such Investment Adviser or the Investment Management Agreement Subadviser is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Investment Company Act, the 1934 Act, the NYSE Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Investment Adviser or Subadviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Sub-Advisory Agreements have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and public policy and except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreements nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement, the Sub-Advisory Agreement and the Investment Management Agreement. This Agreement and the Investment Management Additional Compensation Agreement have each been duly authorized, executed and delivered by each Adviser that is a party thereto, and (assuming the Investment Adviser, and, assuming due authorization, execution and delivery by each of the other parties thereto) the Management Agreement, such Agreements the Sub-Advisory Agreement and the Additional Compensation Agreement each constitute a valid and binding obligations obligation of the Investment Advisereach respective Adviser that is a party thereto, enforceable against it in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement, the Sub-Advisory Agreement or the Investment Management Additional Compensation Agreement nor the performance by either of the Investment Adviser Advisers of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment either Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment AdviserAdvisers, or to each Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisers or its their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisers of the transactions contemplated by this Agreement, the Management Agreement, the Sub-Advisory Agreement or and the Investment Management Agreement Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement and, as applicable, the Management Agreement, the Sub-Advisory Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Fee Agreements have each been duly authorized, executed and delivered by the Investment such Adviser, andand the Management Agreement, assuming due authorizationthe Sub-Advisory Agreement and the Fee Agreements, execution and delivery by the other parties theretoto which such Adviser is a party, such Agreements constitute each constitutes a valid and binding obligations obligation of the Investment such Adviser, enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement and, as applicable, the Management Agreement, the Sub-Advisory Agreement or the Investment Management Agreement Fee Agreements, to which such Adviser is a party, nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, (i) any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the Investment Adviser, or (iii) to the Adviser’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisers or its their respective properties or operationsoperations other than, in clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Adviser, whether or not arising in the ordinary course of business; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisers of the transactions contemplated contemplated, as applicable, by this Agreement, the Management Agreement, the Sub-Advisory Agreement or the Investment Management Agreement Fee Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws. The representations and warranties made by BAL in this paragraph in regards to the Fee Agreements are made only as of the Closing Time and BAL makes no representation or warranty as to the enforceability of the Fee Agreements against, or as to a conflict or breach of law or the need for any consent, approval or authorization owing to, or as result of or arising out of the legal or regulatory status of, any Underwriter party to such an agreement.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Marketing Fee Agreements have each been duly authorized, executed and delivered by such Adviser; the Investment Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such Adviser, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute each constitutes a valid and binding obligations obligation of the Investment such Adviser, enforceable in accordance with their respective its terms, except as affected (A) the enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally generally, (B) the rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution may be limited by general equitable principles (whether considered in a proceeding in equity or at law)by state or federal securities laws or the policies underlying such laws; and neither the execution and delivery of this Agreement, the Marketing Fee Agreements, the Advisory Agreement or the Investment Management Agreement Subadvisory Agreement, nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment such Adviser, or to such Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment such Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment such Adviser of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Advisory Agreement or and the Investment Management Agreement Subadvisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Investment Company Act, the 1934 Act, the NYSE Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management This Agreement. This Agreement , and the Investment Management Agreement have each been duly authorized, executed and delivered by the Investment AdviserManager, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment AdviserManager, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of this Agreement Agreement, or the Investment Management Agreement Agreement, nor the performance by the Investment Adviser Manager of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Manager is a party or by which it is bound, the organizational documents of the Investment AdviserManager, or by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Manager or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Manager of the transactions contemplated by this Agreement Agreement, or the Investment Management Agreement Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, 1933 Act Regulations the 1934 ActNFA Rules and Regulations, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and This Agreement, the Investment Management Agreement. This , the Portfolio Management Agreement, the Additional Compensation Agreement between PAFMand Xxxxxxx Xxxxx and the Investment Management Agreement Additional Compensation Agreements between PAFMand each Qualifying Underwriter (as such term is defined in the Prospectus) have each been duly authorized, executed and delivered by each Manager that is a party thereto, and (assuming the Investment Adviser, and, assuming due authorization, execution and delivery by each of the other parties thereto) the Investment Management Agreement, such the Portfolio Management Agreement and the Additional Compensation Agreements each constitute a valid and binding obligations obligation of the Investment Advisereach respective Manager that is a party thereto, enforceable against it in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement, the Portfolio Management Agreement or the Investment Management Agreement Additional Compensation Agreements nor the performance by either of the Investment Adviser Managers, if a party thereto, of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser such Manager is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment Advisersuch Manager, or to such Manager's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser such Manager or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Managers of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement, the Portfolio Management Agreement and the Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Sub-Advisory Agreements have each been duly authorized, executed and delivered by the Investment AdviserManager and each Sub-Adviser that is a party thereto, and, and (assuming the due authorization, execution and delivery by each of the other parties thereto, such ) the Management Agreement and the Sub-Advisory Agreements each constitute a valid and binding obligations obligation of the Investment AdviserManager and the Sub-Adviser that is a party thereto, enforceable against it in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreements, nor the performance by the Investment Adviser Manager or the Sub-Advisers, if a party thereto, of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Manager or a Sub-Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment Manager or a Sub-Adviser, or to the Manager’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Manager or a Sub-Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Manager or the Sub-Advisers of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and public policy and except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE rules of the New York Stock Exchange (the "NYSE") or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or and the Investment Management Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or and the Investment Management Agreement Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into and perform its obligations under this Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement dated as of October 1, 2014 between the Investment Adviser and the Sub-Adviser, as amended (the “Sub-Advisory Agreement”). This Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and the Investment Management Agreement and the Sub-Advisory Agreement are in full force and effect; and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 Act, the NYSE 1934 Act Regulations, the 1940 Act, the 1940 Act Regulations or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Portfolio Management Agreement have each been duly authorized, executed and delivered by each Adviser that is a party thereto, and (assuming the Investment Adviser, and, assuming due authorization, execution and delivery by each of the other parties thereto, such Agreements constitute ) the Management Agreement and the Portfolio Management Agreement each constitutes a valid and binding obligations obligation of the Investment Advisereach respective Adviser that is a party thereto, enforceable against it in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or and the Investment Portfolio Management Agreement nor the performance by either of the Investment Adviser Advisers of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment either Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment AdviserAdvisers, or to each Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisers or its their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisers of the transactions contemplated by by, as applicable, this Agreement, the Management Agreement or and the Investment Portfolio Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties each Adviser that is a party thereto, such Agreements constitute and the Management Agreement and the Sub-Advisory Agreement each constitutes a valid and binding obligations obligation of the Investment each respective Adviser, enforceable against it in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by either of the Investment Adviser Advisers of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment either Adviser is a party or by which it is bound, the agreement and articles of organization, the operating agreement, the bylaws or other organizational documents of the Investment each Adviser, or to each Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisers or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisers of the transactions contemplated by this Agreement, the Management Agreement, the Sub-Advisory Agreement or and the Investment Management Agreement Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into Each of this Agreement, the Fee Agreement and the Investment Management Agreement. This Agreement and Advisory Agreements to which the Investment Management Agreement have each Manager or the Subadviser is a party has been duly and validly authorized, executed and delivered by the Investment AdviserManager or the Subadviser, and, assuming due authorization, execution and delivery by the other parties thereto, such the Advisory Agreements constitute valid and legally binding obligations of the Investment AdviserManager and the Subadviser, enforceable against the Manager and Subadviser in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law); ) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws and neither the execution and delivery of this Agreement Agreement, the Advisory Agreements to which the Manager or the Investment Management Agreement Subadviser is a party nor the performance by the Investment Adviser Manager or the Subadviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Manager or the Subadviser is a party or by which it is bound, the organizational documents of the Investment AdviserManager or the Subadviser, or to the Manager’s or the Subadviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Manager or the Subadviser or its properties or operations; and no consent, approval, authorization except where such breach or order of any court default would not have a material adverse effect on the Manager’s or governmental authority, regulatory body or agency is required for the consummation by Subadviser’s ability to perform the Investment Adviser of the transactions services contemplated by this Agreement, or any Advisory Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.to which it is a party;

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into Each of this Agreement and Agreement, the Investment Management Agreement. This , the Subadvisory Agreement and the Investment Management Agreement have each Additional Compensation Agreements has been duly authorized, executed and delivered by the Investment AdviserLMPFA, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment AdviserLMPFA, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or Agreement, the Investment Management Agreement Agreement, the Subadvisory Agreement, and the Additional Compensation Agreements nor the performance by the Investment Adviser LMPFA of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser LMPFA is a party or by which it is bound, the organizational documents of the Investment AdviserLMPFA, or to LMPFA’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser LMPFA or its properties or operations, except where such breach would not have a Material Adverse Effect on LMPFA’s ability to perform the services contemplated by this Agreement and the Investment Management Agreement; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser LMPFA of the transactions contemplated by this Agreement, the Investment Management Agreement, the Subadvisory Agreement or the Investment Management Agreement Additional Compensation Agreements, to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Advisory Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Additional Compensation Agreement[s] have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements the Advisory Agreement and the Additional Compensation Agreement[s] constitute valid and binding obligations of the Investment Adviser, each enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Advisory Agreement or the Investment Management Agreement Additional Compensation Agreement[s] nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the declaration of trust, by-laws or other organizational documents of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Advisory Agreement or the Investment Management Agreement Additional Compensation Agreement[s], except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each has been duly authorized, executed and delivered by such Adviser; the Investment Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such Adviser, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute each constitutes a valid and binding obligations obligation of the Investment such Adviser, enforceable in accordance with their respective its terms, except as affected (A) the enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally generally, (B) the rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution may be limited by general equitable principles (whether considered in a proceeding in equity or at law)by state or federal securities laws or the policies underlying such laws; and neither the execution and delivery of this Agreement, the Advisory Agreement or the Investment Management Subadvisory Agreement nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment such Adviser, or to such Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment such Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment such Adviser of the transactions contemplated by this Agreement, the Advisory Agreement or and the Investment Management Agreement Subadvisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Investment Company Act, the 1934 Act, the NYSE Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on the such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Sub-Advisory Agreements have each been duly authorized, executed and delivered by the Investment AdviserManager, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment AdviserManager, enforceable in accordance with their respective terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and public policy and except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreements nor the performance by the Investment Adviser Manager of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Manager is a party or by which it is bound, the organizational documents of the Investment AdviserManager, or to the Investment Manager's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Manager or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Manager of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into Each of this Agreement, the Management Agreement and the Investment Management Agreement. This Advisory Agreement and the Investment Management Agreement have each has been duly authorized, executed and delivered by the Investment AdviserAdvisor, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment AdviserAdvisor, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Advisory Agreement nor the performance by the Investment Adviser Advisor of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Advisor is a party or by which it is bound, the organizational documents of the Investment AdviserAdvisor, or to the Investment Advisor's knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisor or its properties or operations, except where such breach would not have a Material Adverse Effect on the Investment Advisor's ability to perform the services contemplated by this Agreement or the Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisor of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each has been duly and validly authorized, executed and delivered by such Adviser. Neither the execution and delivery of any of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreements or the Fee Agreements to which such Adviser is, or will be, a party nor the performance by such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or passage of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, or to such Adviser’s knowledge, by any law, order, decree, rule or regulation applicable to it of any Governmental Entity, except where such breach or default would not have an Adviser Material Adverse Effect, nor will such action result in any violation of the organizational documents of such Adviser. The Investment Management Agreement and the Sub-Advisory Agreements to which such Adviser is a party have each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of the Investment such Adviser, enforceable against such Adviser in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law); ) and neither the execution an implied covenant of good faith and delivery of this Agreement fair dealing and except as rights to indemnification or the Investment Management Agreement nor the performance contribution thereunder may be limited by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Additional Compensation Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements the Management Agreement and the Additional Compensation Agreement constitute valid and binding obligations of the Investment Adviser, each enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Additional Compensation Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited liability company agreement or other organizational documents document of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Investment Management Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE, the NYSE Amex, or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Subadvisory Agreement have each been duly authorized, executed and delivered by the Investment AdviserSubadviser, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment AdviserSubadviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement or and the Investment Management Subadvisory Agreement nor the performance by the Investment Adviser Subadviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Subadviser is a party or by which it is bound, the organizational documents of the Investment AdviserSubadviser, or by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Subadviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Subadviser of the transactions contemplated by this Agreement and the Subadvisory Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into Each of this Agreement and the Investment Management Agreement. This Agreement and , the Investment Management Agreement have each and the Sub-Advisory Agreement has been duly and validly authorized, executed and delivered by the Investment Advisersuch Advisor, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and legally binding obligations of such Advisor; the Investment Adviser, Management Agreement and the Sub-Advisory Agreement is enforceable against such Advisor in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Investment Management Agreement Fee Agreements to which such Advisor is, or will be, a party nor the performance by the Investment Adviser such Advisor of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser such Advisor is a party or by which it is bound, the organizational documents of the Investment Advisersuch Advisor, or to such Advisor’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser such Advisor or its properties or operations; and no consent, approval, authorization except where such breach or order of any court or governmental authority, regulatory body or agency is required for default would not have a material adverse effect on such Advisor’s ability to perform the consummation by the Investment Adviser of the transactions services contemplated by this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities lawsFee Agreements to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Additional Compensation Agreement between Xxxxxxx Xxxxx and the Investment Management Agreement have Adviser (the "Additional Compensation Agreement") has each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements Management Agreement and the Additional Compensation Agreement each constitute a valid and binding obligations obligation of the Investment Adviser, enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Additional Compensation Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Investment Management Agreement Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The This Agreement, the Investment Adviser has full power Advisory and authority to enter into this Business Management Agreement, the Additional Compensation Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Structuring Fee Agreements have each been duly authorized, executed and delivered by the Investment AdviserManager, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment AdviserManager, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement or Agreement, the Investment Advisory and Business Management Agreement, the Additional Compensation Agreement and the Structuring Fee Agreements nor the performance by the Investment Adviser Manager of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Manager is a party or by which it is bound, the organizational documents of the Investment AdviserManager, or by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Manager or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Manager of the transactions contemplated by this Agreement or Agreement, the Investment Advisory and Business Management Agreement, the Additional Compensation Agreement and the Structuring Fee Agreements or except as have been obtained or may be required under the 1933 Act, the 1940 Act, 1933 Act Regulations the 1934 ActNFA Rules and Regulations, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement, the Management Agreement and the Investment Management Agreement. This Additional Compensation Agreement between Xxxxxxx Xxxxx and the Investment Management Agreement Advisor (the "Additional Compensation Agreement") have each been duly authorized, executed and delivered by the Investment AdviserAdvisor, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements Management Agreement and the Additional Compensation Agreement each constitute a valid and binding obligations obligation of the Investment AdviserAdvisor, enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Management Additional Compensation Agreement nor the performance by the Investment Adviser Advisor of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Advisor is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of the Investment AdviserAdvisor, or to the Advisor's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisor or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisor of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement and the Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Sub-Advisory Agreement to which the Sub-Adviser is a party have each been duly authorized, executed and delivered by the Investment Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Sub-Adviser, enforceable against the Sub-Adviser in accordance with their respective terms, except as affected rights to indemnity and contribution hereunder may be limited by federal or state securities laws and public policy and except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory laws now or decisional, hereafter in effect relating to or affecting creditors’ ' rights and remedies generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Investment Management Sub-Advisory Agreement to which the Sub-Adviser is a party nor the performance by the Investment Sub-Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in in, a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, under any agreement or instrument to which the Investment Sub-Adviser is a party or by which it is bound, the organizational documents of the Investment Sub-Adviser or, to the Sub-Adviser' knowledge, or by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Sub-Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Sub-Adviser of the transactions contemplated by this Agreement or the Investment Management Sub-Advisory Agreement to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into Each of this Agreement, the Structuring Fee Agreement and the Investment Management Agreement. This Agreement and Advisory Agreements to which the Investment Management Agreement have each Manager or the Subadviser is a party has been duly and validly authorized, executed and delivered by the Investment AdviserManager or the Subadviser, and, assuming due authorization, execution and delivery by the other parties thereto, such the Advisory Agreements constitute valid and legally binding obligations of the Investment AdviserManager and the Subadviser, enforceable against the Manager and Subadviser in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law); ) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws and neither the execution and delivery of this Agreement Agreement, the Advisory Agreements to which the Manager or the Investment Management Agreement Subadviser is a party nor the performance by the Investment Adviser Manager or the Subadviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser Manager or the Subadviser is a party or by which it is bound, the organizational documents of the Investment AdviserManager or the Subadviser, or to the Manager’s or the Subadviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Manager or the Subadviser or its properties or operations; and no consent, approval, authorization except where such breach or order of any court default would not have a material adverse effect on the Manager’s or governmental authority, regulatory body or agency is required for the consummation by Subadviser’s ability to perform the Investment Adviser of the transactions services contemplated by this Agreement, or Advisory Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.to which it is a party;

Authorization of Agreements; Absence of Defaults and Conflicts. The Each of this Agreement, the Investment Adviser has full power and authority to enter into this Advisory Agreement and the Investment Management Agreement. This Sub-Advisory Agreement and the Investment Management Agreement have to which such Adviser is a party has each been duly authorized, executed and delivered by the Investment such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and except as rights to indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Investment Advisory Agreement or the Investment Management Sub-Advisory Agreement to which such Adviser is a party nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or to the Adviser’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser’s ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement or the Investment Sub-Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement Agreement, the Investment Advisory Agreement, or the Investment Management Sub-Advisory Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Each of this Agreement, the Investment Adviser has full power and authority to enter into this Agreement Advisory Agreement, and the Investment Management Agreement. This Sub-Advisory Agreement and the Investment Management Agreement have to which such Adviser is a party has each been duly authorized, executed and delivered by the Investment such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and binding obligations of the Investment such Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and except as rights to indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Investment Management Agreement Additional Compensation Agreements to which such Adviser is a party nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the organizational documents of the Investment such Adviser, or to such Adviser’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser’s ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Additional Compensation Agreements to which it is a party; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment such Adviser of the transactions contemplated by this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Investment Management Agreement Additional Compensation Agreements to which it is a party except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into this This Agreement and, as applicable, the Management Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement Sub-Advisory Agreements have each been duly authorized, executed and delivered by the Investment such Adviser, andand the Management Agreement and the Sub-Advisory Agreements, assuming due authorizationto which such Adviser is a party, execution and delivery by the other parties thereto, such Agreements constitute each constitutes a valid and binding obligations obligation of the Investment such Adviser, enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement and, as applicable, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreements, nor the performance by the Investment such Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of the Investment Adviser, or to the Adviser’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisers or its their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Investment Adviser Advisers of the transactions contemplated contemplated, as applicable, by this Agreement, the Management Agreement or the Investment Management Agreement Sub-Advisory Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into and perform its obligations under this Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement dated as of October 10, 2014 between the Investment Adviser and the Sub-Adviser, as amended (the “Sub-Advisory Agreement”). This Agreement, the Investment Management Agreement and the Investment Management Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), and the Investment Management Agreement and the Sub-Advisory Agreement are in full force and effect; and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Investment Management Sub-Advisory Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 Act, the NYSE 1934 Act Regulations, the 1940 Act, the 1940 Act Regulations or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Investment Adviser has full power and authority to enter into and perform its obligations under this Agreement and Agreement, the Investment Management Agreement, the Investment Sub-Advisory Agreement dated as of October 1, 2014 between the Investment Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”) and the Structuring Fee Agreement. This Agreement, the Investment Management Agreement, the Sub-Advisory Agreement and the Investment Management Structuring Fee Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Investment Management Structuring Fee Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Investment Management Agreement Structuring Fee Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE Act or state securities laws.