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

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party thereto, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Management Agreement and the Sub-Advisory Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party thereto, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights 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 and the Sub-Advisory Agreement nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which 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 Advisers, 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 Advisers or their respective properties or operations 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 or agency is required for the consummation by the Advisers of the transactions contemplated by this Agreement, the Management Agreement or the 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement. This Agreement, the Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Sub-Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement , such agreements constitute valid and binding obligations of the Sub-Advisory Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party theretoAdviser, enforceable against it in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors' ’ rights generally, generally and 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 and or the Sub-Advisory Agreement nor the performance by either of the Advisers 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, (i) any agreement or instrument to which either the Sub-Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersSub-Adviser, 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 Advisers Sub-Adviser or their respective its properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority authority, regulatory body or agency is required for the consummation by the Advisers Sub-Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement, 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 Act, NYSE rules or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Sub-Adviser has full power and authority to enter into and perform its obligations under this Agreement and the Sub-Advisory Agreement. This Agreement, the Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Sub-Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement , such agreements constitute valid and binding obligations of the Sub-Advisory Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party theretoAdviser, enforceable against it in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors' ’ rights generally, generally and 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 and or the Sub-Advisory Agreement nor the performance by either of the Advisers 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, (i) any agreement or instrument to which either the Sub-Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersSub-Adviser, 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 Advisers Sub-Adviser or their respective its properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority authority, regulatory body or agency is required for the consummation by the Advisers Sub-Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement, 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Sub-Adviser has full power and authority to enter into and perform its obligations under this Agreement and the Sub-Advisory Agreement. This Agreement, the Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Sub-Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement , such agreements constitute valid and binding obligations of the Sub-Advisory Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party theretoAdviser, enforceable against it in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors' ’ rights generally, generally and 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 and or the Sub-Advisory Agreement nor the performance by either of the Advisers 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, (i) any agreement or instrument to which either the Sub-Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersSub-Adviser, 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 Advisers Sub-Adviser or their respective its properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority authority, regulatory body or agency is required for the consummation by the Advisers Sub-Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement, 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 1933 Act Regulations, the 1940 Act, the 1934 1940 Act Regulations, the Advisers Act, the Advisers Act Regulations or state securities laws. The Sub-Advisory Agreement is in full force and effect.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreement have each been duly authorized, executed and delivered by each Adviser that is a party thereto, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Management Agreement and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreement each constitutes constitute a valid and binding obligation of each respective Adviser that is a party theretoAdviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights 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 and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreement nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which 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 Advisers, 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 Advisers or their respective properties or operations 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 or agency is required for the consummation by the Advisers of the transactions contemplated by this Agreement, the Management Agreement or the 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement Investment Advisory Agreement, and the Sub-Advisory Administration Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Adviser, and (assuming the due authorization, execution and delivery by of each of the parties other party thereto) the Management Investment Advisory Agreement and the Sub-Advisory Administration Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party theretothe Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealingdealing 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, the Management Agreement and Investment Advisory Agreement, the Sub-Advisory Administration Agreement nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Adviser is a party or by which it is bound, (ii) the certificate of incorporationcharter, the by-laws or other organizational documents of the AdvisersAdviser, or (iii) to each 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 Advisers Adviser or their respective its properties or operations other than, in clauses (i) and (iii), than 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 or agency is required for the consummation by the Advisers Adviser of the transactions contemplated by this Agreement, the Management Agreement or Investment Advisory Agreement, the Sub-Advisory Administration Agreement, except as have been obtained or will have been be obtained prior to the Closing Time or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Advisory Agreement and the Sub-Advisory Additional Compensation Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Adviser, and (assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Advisory Agreement and the Sub-Advisory Additional Compensation Agreement each constitutes constitute a valid and binding obligation of each respective Adviser that is a party theretothe Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) and except as any rights to indemnity or an implied covenant of good faith contribution may be limited by federal and fair dealingstate securities laws and public policy considerations; and neither the execution and delivery of this Agreement, the Management Advisory Agreement and or the Sub-Advisory Additional Compensation Agreement nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersAdviser, or (iii) to each 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 Advisers Adviser or their respective its properties or operations other than, in with respect to clauses (i) and (iii), any conflict, breach or default that would will not, individually or in the aggregate, reasonably be expected to result in cause an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Adviser of the transactions contemplated by this Agreement, the Management Advisory Agreement or and the Sub-Advisory Additional Compensation 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Sub-Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement and the Sub-Advisory Agreement , each agreement constitutes a valid and binding obligation of each respective Adviser that is a party theretothe Sub-Adviser, enforceable against it the Sub-Adviser in accordance with its 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 now or hereafter in effect relating to or affecting creditors' rights generally, general equitable principles and remedies generally (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 and or the Sub-Advisory Agreement nor the performance by either of the Advisers Sub-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 lapse of time or both, a default under, (i) under any agreement or instrument to which either the Sub-Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersSub-Adviser or, or (iii) to each the Sub-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 Advisers Sub-Adviser or their its respective properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Sub-Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory AgreementAgreement to which it is a party, 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Advisory Agreement and the Sub-Advisory Additional Compensation Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Adviser, and (assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Advisory Agreement and the Sub-Advisory Additional Compensation Agreement each constitutes constitute a valid and binding obligation of each respective Adviser that is a party theretothe Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) and except as any rights to indemnity or an implied covenant of good faith contribution may be limited by federal and fair dealingstate securities laws and public policy considerations; and neither the execution and delivery of this Agreement, the Management Advisory Agreement and or the Sub-Advisory Additional Compensation Agreement nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersAdviser, or (iii) to each 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 Advisers Adviser or their respective its properties or operations other than, in with respect to clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in cause an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Adviser of the transactions contemplated by this Agreement, the Management Advisory Agreement or and the Sub-Advisory Additional Compensation 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Collateral Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Collateral Subadvisor, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement and the Sub-Advisory Agreement each constitutes a , such Agreements constitute valid and binding obligation obligations of each respective Adviser that is a party theretothe Collateral Subadvisor, enforceable against it in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors' ’ rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) or and an implied covenant of good faith and fair dealingdealing 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 Management Agreement and the Collateral Sub-Advisory Agreement nor the performance by either of the Advisers Collateral Subadvisor 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 lapse of time or both, a default under, (i) any agreement or instrument to which either Adviser the Collateral Subadvisor is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersCollateral Subadvisor, or (iii) 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 Advisers Collateral Subadvisor or their respective its properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Collateral Subadvisor of the transactions contemplated by this Agreement, Agreement and the Management Agreement or the Collateral Sub-Advisory Agreement, Agreement or 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 Act1933 Act Regulations, the 1934 Act NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the Portfolio Management Agreement, the Additional Compensation Agreement between PA Fund Management LLC and Xxxxxxx Xxxxx and the Sub-Advisory Agreement Additional Compensation Agreements between PA Fund Management LLC and each Qualifying Underwriter (as such term is defined in the Prospectus) (the “Additional Compensation Agreements”) have each been duly authorized, executed and delivered by each Adviser Manager that is a party thereto, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Investment Management Agreement, the Portfolio Management Agreement and the Sub-Advisory Agreement Additional Compensation Agreements each constitutes constitute a valid and binding obligation of each respective Adviser Manager that is a party thereto, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, generally and 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 Investment Management Agreement, the Portfolio Management Agreement and or the Sub-Advisory Agreement Additional Compensation Agreements nor the performance by either of the Advisers Managers, if a party thereto, 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 lapse of time or both, a default under, (i) any agreement or instrument to which either Adviser such Manager is a party or by which it is bound, (ii) the certificate of incorporationformation, the by-laws operating agreement, or other organizational documents of the Adviserssuch Manager, or (iii) to each Adviser's 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 Advisers such Manager or their its respective properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Managers of the transactions contemplated by this Agreement, the Investment Management Agreement, the Portfolio Management Agreement or and the Sub-Advisory AgreementAdditional Compensation Agreements, 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Collateral Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Collateral Subadvisor, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement and the Sub-Advisory Agreement each constitutes a , such agreements constitute valid and binding obligation obligations of each respective Adviser that is a party theretothe Collateral Subadvisor, enforceable against it in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors' ’ rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) or and an implied covenant of good faith and fair dealingdealing 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 Management Agreement and the Collateral Sub-Advisory Agreement nor the performance by either of the Advisers Collateral Subadvisor 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 lapse of time or both, a default under, (i) any agreement or instrument to which either Adviser the Collateral Subadvisor is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersCollateral Subadvisor, or (iii) 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 Advisers Collateral Subadvisor or their respective its properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Collateral Subadvisor of the transactions contemplated by this Agreement, Agreement and the Management Agreement or the Collateral Sub-Advisory Agreement, Agreement or except as have been obtained or will have been obtained prior to the Closing Time or may be required under by the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 Act NYSE MKT or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreements have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Investment Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement and the Sub-Advisory Agreement , each agreement constitutes a valid and binding obligation of each respective Adviser that is a party theretothe Investment Adviser, enforceable against it in accordance with 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 relating to or affecting creditors' rights generally, generally and 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 and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreements nor the performance by either of the Advisers Investment 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Investment Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersInvestment Adviser, or (iii) to each 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 Advisers Investment Adviser or their respective its properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or Agreement, the Sub-Advisory AgreementAgreement or the Additional Compensation Agreements, 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This AgreementAgreement and, as applicable, the Management Agreement and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretosuch Adviser, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Management Agreement and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreement, to which such Adviser is a party, each constitutes a valid and binding obligation of each respective Adviser that is a party theretosuch Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, generally and 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 AgreementAgreement and, as applicable, the Management Agreement and Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreement, nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either 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 AdvisersAdviser, or (iii) to each 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 Advisers or their respective properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers of the transactions contemplated contemplated, as applicable, by this Agreement, the Management Agreement or Agreement, the Sub-Advisory Agreement or the Additional Compensation 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 or state securities laws. The representations and warranties made by BAI in this paragraph in regards to the Additional Compensation Agreement are made only as of the Closing Time and BAI makes no representation or warranty as to the enforceability of the Additional Compensation Agreement 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. This Agreement, the Management Agreement, the Administration Agreement, the Sub-Administration Agreement and the Sub-Advisory Agreement Agreements have each been duly authorized, executed and delivered by each Adviser that is a party theretosuch Adviser, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Management Agreement, the Administration Agreement, the Sub-Administration Agreement and the Sub-Advisory Agreement Agreements to which such Adviser is a party, each constitutes a valid and binding obligation of each respective Adviser that is a party theretosuch Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, generally and 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 Administration Agreement, the Sub-Administration Agreement and or the Sub-Advisory Agreement Agreements nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either 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 AdvisersAdviser, or (iii) to each the Adviser's ’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 Advisers or their respective its properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers of the transactions contemplated by this Agreement, the Management Agreement, the Administration Agreement, the Sub-Administration Agreement or the Sub-Advisory Agreement, Agreements 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and Agreement, the Advisory Agreement, the Sub-Advisory Agreement Agreements and the Additional Compensation Agreements to which such Adviser is a party have each been duly authorized, executed and delivered by each Adviser that is a party theretosuch Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) , the Management Agreement and Agreement, the Advisory Agreement, the Sub-Advisory Agreement Agreements and the Additional Compensation Agreements to which such Adviser is a party each constitutes a valid and binding obligation of such Adviser, each respective Adviser that is a party thereto, enforceable against it such Adviser in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, generally and 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 and Agreement, the Advisory Agreement, the Sub-Advisory Agreement Agreements or the Additional Compensation Agreements to which such Adviser is a party nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either 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 Adviserssuch Adviser, or (iii) to each such Adviser's ’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 Advisers such Adviser or their respective its properties or operations 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 or agency is required for the consummation by the Advisers such Adviser of the transactions contemplated by this Agreement, the Management Agreement or Agreement, the Advisory Agreement, the Sub-Advisory AgreementAgreements or the Additional Compensation Agreement[s], 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 Act, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Sub-Advisory Management Agreement have each been duly authorizedauthorized and executed, and in the case of the Management Agreement, delivered by the Investment Adviser, and the Management Agreement constitutes, and this Agreement when executed and delivered by each Adviser that is a party thereto, and (assuming the due authorization, execution and delivery by each of the parties theretoUnderwriters) the Management Agreement and the Sub-Advisory Agreement each constitutes will constitute, a valid and binding obligation of each respective Adviser that is a party theretothe Investment Adviser, enforceable against it in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by equitable principles of general applicability or by federal or state securities laws and except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, generally and 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, Agreement or the Management Agreement and the Sub-Advisory Agreement nor the performance by either of the Advisers Investment 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Investment Adviser is a party or by which it is bound, (ii) the certificate of incorporationformation, limited liability company agreement, the by-laws or other organizational documents of the AdvisersInvestment Adviser, or (iii) to each the Investment Adviser's ’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 Advisers Investment Adviser or their its respective properties or operations other than, in with respect to clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in cause an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Management 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 or state securities lawslaws or such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Fund Material Adverse Effect.

Authorization of Agreements; Absence of Defaults and Conflicts. This AgreementAgreement and, as applicable, the Management Agreement and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreements have each been duly authorized, executed and delivered by each Adviser that is a party theretosuch Adviser, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Management Agreement and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreements, to which such Adviser is a party, each constitutes a valid and binding obligation of each respective Adviser that is a party theretosuch Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, generally and 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 AgreementAgreement and, as applicable, the Management Agreement and Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreements, to which such Adviser is a party, nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either 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 AdvisersAdviser, or (iii) to each the Adviser's ’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 Advisers or their respective properties or operations 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 Effecta material adverse effect on any Adviser; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers of the transactions contemplated contemplated, as applicable, by this Agreement, the Management Agreement or Agreement, the Sub-Advisory AgreementAgreement or the Additional Compensation Agreements, 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 or state securities laws. The representations and warranties made by BAL in this paragraph in regards to the Additional Compensation Agreements are made only as of the Closing Time and BAL makes no representation or warranty as to the enforceability of the Additional Compensation 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. This Agreement, the Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Sub-Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement , such agreements constitute valid and binding obligations of the Sub-Advisory Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party theretoAdviser, enforceable against it the Sub-Adviser in accordance with its 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 now or hereafter in effect relating to or affecting creditors' rights generally, general equitable principles and remedies generally (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 and or the Sub-Advisory Agreement nor the performance by either of the Advisers Sub-Adviser of its obligations hereunder or thereunder 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, (i) under any agreement or instrument to which either the Sub-Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersSub-Adviser or, or (iii) to each the Sub-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 Advisers Sub-Adviser or their its respective properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Sub-Adviser of the transactions contemplated by this Agreement, the Management Agreement or the 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 Act, the rules of the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Sub-Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement and the Sub-Advisory Agreement , each agreement constitutes a valid and binding obligation of each respective Adviser that is a party theretothe Sub-Adviser, enforceable against it the Sub-Adviser in accordance with its 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 now or hereafter in effect relating to or affecting creditors' rights generally, general equitable principles and remedies generally (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 and or the Sub-Advisory Agreement nor the performance by either of the Advisers Sub-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 lapse of time or both, a default under, (i) under any agreement or instrument to which either the Sub-Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersSub-Adviser or, or (iii) to each the Sub-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 Advisers Sub-Adviser or their its respective properties or operations 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 Effectoperations; and no material consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Sub-Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory AgreementAgreement to which it is a party, 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and Investment Advisory Agreement, the Sub-Advisory Administration Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Adviser, and (assuming the due authorization, execution and delivery by of each of the parties other party thereto) the Management Investment Advisory Agreement and the Sub-Advisory Administration Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party theretothe Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealingdealing 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, the Management Agreement and Investment Advisory Agreement, the Sub-Advisory Administration Agreement nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Adviser is a party or by which it is bound, (ii) the certificate of incorporationcharter, the by-laws or other organizational documents of the AdvisersAdviser, or (iii) to each 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 Advisers Adviser or their respective its properties or operations other than, in clauses (i) and (iii), than 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 or agency is required for the consummation by the Advisers Adviser of the transactions contemplated by this Agreement, the Management Agreement or Investment Advisory Agreement, the Sub-Advisory Administration Agreement, except as have been obtained or will have been be obtained prior to the Closing Time or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Sub-Advisory Administration Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Investment Adviser, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Management Agreement and the Sub-Advisory Administration Agreement each constitutes constitute a valid and binding obligation of each respective Adviser that is a party theretothe Investment Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, generally and 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 and or the Sub-Advisory Administration Agreement nor the performance by either of the Advisers Investment Adviser of its obligations hereunder or thereunder 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, (i) any agreement or instrument to which either 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, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersInvestment Adviser, or (iii) to each 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 Advisers Investment Adviser or their respective its properties or operations other than, in clauses (i) and (iii), any conflictexcept for such violation, breach or default that would not, individually or in the aggregate, reasonably be expected to not result in an Adviser a Material Adverse EffectEffect on the Investment Adviser); and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Administration 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement Investment Advisory Agreement, and the Sub-Advisory Administration Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Adviser, and (assuming the due authorization, execution and delivery by of each of the parties other party thereto) the Management Investment Advisory Agreement and the Sub-Advisory Administration Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party theretothe Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealingdealing 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, the Management Agreement and Investment Advisory Agreement, the Sub-Advisory Administration Agreement nor the performance by either of the Advisers 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Adviser is a party or by which it is bound, (ii) the certificate of incorporationcharter, the by-laws or other organizational documents of the AdvisersAdviser, or (iii) to each 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 Advisers Adviser or their respective its properties or operations other than, in clauses (i) and (iii), than 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 or agency is required for the consummation by the Advisers Adviser of the transactions contemplated by this Agreement, the Management Agreement Investment Advisory Agreement, or the Sub-Advisory Administration Agreement, except as have been obtained or will have been be obtained prior to the Closing Time or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Investment Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) the Management Agreement and the Sub-Advisory Agreement , each agreement constitutes a valid and binding obligation of each respective Adviser that is a party theretothe Investment Adviser, enforceable against it in accordance with 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 relating to or affecting creditors' rights generally, generally and 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 and Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreement nor the performance by either of the Advisers Investment 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Investment Adviser is a party or by which it is bound, (ii) the certificate of incorporation, the by-laws or other organizational documents of the AdvisersInvestment Adviser, or (iii) to each 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 Advisers Investment Adviser or their respective its properties or operations 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 Effectoperations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or Agreement, the Sub-Advisory Agreement or the Additional Compensation 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 or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Sub-Advisory Management Agreement have each been duly authorized, executed and delivered by each Adviser that is a party theretothe Investment Adviser, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Management Agreement and the Sub-Advisory Agreement each constitutes a valid and binding obligation of each respective Adviser that is a party theretothe Investment Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, generally and 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, Agreement or the Management Agreement and the Sub-Advisory Agreement nor the performance by either of the Advisers Investment 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 lapse of time or both, a default under, (i) any agreement or instrument to which either the Investment Adviser is a party or by which it is bound, (ii) the certificate of incorporationformation, limited liability company agreement, the by-laws or other organizational documents of the AdvisersInvestment Adviser, or (iii) to each the Investment Adviser's ’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 Advisers Investment Adviser or their its respective properties or operations other than, in with respect to clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in cause an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Management 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 or state securities laws.