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

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 and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute valid and binding obligations of the 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 neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the performance by the 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 Sub-Adviser is a party or by which it is bound, the organizational documents of the 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 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 Sub-Adviser of the transactions contemplated by this 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, 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 this Agreement and This Agreement, the Sub-Advisory Agreement. This 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 Sub-Adviser, and, assuming due authorization, execution and delivery by each of the other parties thereto, such agreements constitute ) the Management Agreement and the Sub-Advisory Agreement each constitutes a valid and binding obligations obligation of the Sub-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 or and the Sub-Advisory Agreement nor the performance by either of the Sub-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 Sub-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 Sub-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 Sub-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 Sub-Adviser Advisers 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, NYSE rules 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 and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute valid and binding obligations of the 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 neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the performance by the 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 Sub-Adviser is a party or by which it is bound, the organizational documents of the 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 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 Sub-Adviser of the transactions contemplated by this 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, NYSE rules 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 This Agreement, the Management Agreement, the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Additional Compensation Agreement have each been duly authorized, executed and delivered by each Adviser that is a party thereto, and (assuming the Sub-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 Sub-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 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 or Agreement, the Management Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreement nor the performance by either of the Sub-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 Sub-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 Sub-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 Sub-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 Sub-Adviser Advisers 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, NYSE rules 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 and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute valid and binding obligations of the 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 neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the performance by the 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 Sub-Adviser is a party or by which it is bound, the organizational documents of the 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 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 Sub-Adviser of the transactions contemplated by this Agreement or the 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, NYSE rules 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. The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement. This Agreement and the Collateral Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-AdviserCollateral Subadvisor, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements Agreements constitute valid and binding obligations of the Sub-AdviserCollateral Subadvisor, 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 Collateral Sub-Advisory Agreement nor the performance by the Sub-Adviser Collateral Subadvisor 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 Sub-Adviser Collateral Subadvisor is a party or by which it is bound, the organizational documents of the Sub-AdviserCollateral Subadvisor, 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 Sub-Adviser Collateral Subadvisor 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 Sub-Adviser Collateral Subadvisor of the transactions contemplated by this Agreement or and the Collateral Sub-Advisory Agreement or except as have been obtained or may be required under the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 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 this This Agreement, the Advisory Agreement and the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Additional Compensation Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, and (assuming due authorization, execution and delivery by each of the other parties thereto, such agreements ) the Advisory Agreement and the Additional Compensation Agreement each constitute a valid and binding obligations obligation of the Sub-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 except as any rights to indemnity or contribution may be limited by federal and state securities laws and public policy considerations; and neither the execution and delivery of this Agreement, the Advisory Agreement or the Sub-Advisory Additional Compensation Agreement nor the performance by the 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 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 Sub-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 Sub-Adviser or its properties or operationsoperations other than, with respect to clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, be expected to cause 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 Sub-Adviser of the transactions contemplated by this Agreement or Agreement, the Sub-Advisory Agreement and 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, NYSE rules 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 This Agreement, the Investment Advisory Agreement, and the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Administration Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, and (assuming the due authorization, execution and delivery by of each other party thereto) the other parties thereto, such agreements constitute Investment Advisory Agreement and the Administration Agreement each constitutes a valid and binding obligations obligation of the Sub-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)) or 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 or Agreement, the Sub-Investment Advisory Agreement, the Administration Agreement nor the performance by the 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 the Sub-Adviser is a party or by which it is bound, (ii) the charter, the by-laws or other organizational documents of the Sub-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 Sub-Adviser or its properties or operationsoperations other 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, regulatory body authority or agency is required for the consummation by the Sub-Adviser of the transactions contemplated by this Agreement or Agreement, the Sub-Investment Advisory Agreement Agreement, the Administration Agreement, except as have been obtained or will be obtained prior to the Closing Time or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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 This Agreement, the Advisory Agreement and the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Additional Compensation Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, and (assuming due authorization, execution and delivery by each of the other parties thereto, such agreements ) the Advisory Agreement and the Additional Compensation Agreement each constitute a valid and binding obligations obligation of the Sub-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 except as any rights to indemnity or contribution may be limited by federal and state securities laws and public policy considerations; and neither the execution and delivery of this Agreement, the Advisory Agreement or the Sub-Advisory Additional Compensation Agreement nor the performance by the 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 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 Sub-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 Sub-Adviser or its properties or operationsoperations other than, with respect to clauses (i) and (iii), any conflict, breach or default that will not, individually or in the aggregate, be expected to cause 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 Sub-Adviser of the transactions contemplated by this Agreement or Agreement, the Sub-Advisory Agreement and 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, NYSE rules 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 and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-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 Sub-Adviser, enforceable against the Sub-Adviser in accordance with their 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, 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 Sub-Advisory Agreement nor the performance by the 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, under any agreement or instrument to which the Sub-Adviser is a party or by which it is bound, the organizational documents of the Sub-Adviser or, to the Sub-Adviser's 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 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 Sub-Adviser of the transactions contemplated by this Agreement or the 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, NYSE rules 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 and and, as applicable, the Management Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreements have each been duly authorized, executed and delivered by such Adviser, and the Management Agreement, the Sub-AdviserAdvisory Agreement and the Additional Compensation Agreements, andto which such Adviser is a party, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute each constitutes a valid and binding obligations obligation of the Sub-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 or and, as applicable, the Management Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreements, to which such Adviser is a party, nor the performance by the Sub-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 Sub-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 Sub-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 Sub-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 effect on any Adviser; 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 Sub-Adviser Advisers of the transactions contemplated contemplated, as applicable, by this Agreement or Agreement, the Management Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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. The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Management Agreement have each been duly authorized, executed and delivered by the Sub-Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute Management Agreement constitutes a valid and binding obligations obligation of the Sub-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 or the Sub-Advisory Management Agreement nor the performance by the Sub-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, (i) any agreement or instrument to which the Sub-Investment Adviser is a party or by which it is bound, (ii) the certificate of formation, limited liability company agreement, the by-laws or other organizational documents of the Sub-Investment Adviser, or (iii) 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 Sub-Investment Adviser or its respective properties or operationsoperations other than, with respect to clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, be expected to cause 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 Sub-Investment Adviser of the transactions contemplated by this Agreement or the Sub-Advisory Agreement Management Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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 This Agreement, the Sub-Investment Advisory Agreement. This Agreement and , the Sub-Advisory Administration Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, and (assuming the due authorization, execution and delivery by of each other party thereto) the other parties thereto, such agreements constitute Investment Advisory Agreement and the Administration Agreement each constitutes a valid and binding obligations obligation of the Sub-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)) or 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 or Agreement, the Sub-Investment Advisory Agreement, the Administration Agreement nor the performance by the 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 the Sub-Adviser is a party or by which it is bound, (ii) the charter, the by-laws or other organizational documents of the Sub-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 Sub-Adviser or its properties or operationsoperations other 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, regulatory body authority or agency is required for the consummation by the Sub-Adviser of the transactions contemplated by this Agreement or Agreement, the Sub-Investment Advisory Agreement Agreement, the Administration Agreement, except as have been obtained or will be obtained prior to the Closing Time or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Sub-Adviser has full power This Agreement, the Investment Management Agreement, the Portfolio Management Agreement, the Additional Compensation Agreement between PA Fund Management LLC and authority to enter into this Agreement Xxxxxxx Xxxxx and the Sub-Advisory Agreement. This Agreement Additional Compensation Agreements between PA Fund Management LLC and each Qualifying Underwriter (as such term is defined in the Sub-Advisory Agreement Prospectus) (the “Additional Compensation Agreements”) have each been duly authorized, executed and delivered by each Manager that is a party thereto, and (assuming the Sub-Adviser, and, assuming due authorization, execution and delivery by each of the other parties thereto) the Investment Management Agreement, such agreements the Portfolio Management Agreement and the Additional Compensation Agreements each constitute a valid and binding obligations obligation of the Sub-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 Sub-Advisory Agreement Additional Compensation Agreements nor the performance by either of the Sub-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 Sub-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 Sub-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 Sub-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 Sub-Adviser Managers of the transactions contemplated by this Agreement, the Investment Management Agreement, the Portfolio Management Agreement or and the Sub-Advisory Agreement Additional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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 This Agreement, the Management Agreement, the Advisory Agreement, the Sub-Advisory Agreement. This Agreement Agreements and the Sub-Advisory Agreement Additional Compensation Agreements to which such Adviser is a party have each been duly authorized, executed and delivered by the Sub-such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Management Agreement, the Advisory Agreement, the Sub-Advisory Agreements and the Additional Compensation Agreements to which such agreements constitute Adviser is a party each constitutes a valid and binding obligations obligation of the Sub-such Adviser, each enforceable against such Adviser 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)) or an implied covenant of good faith and fair dealing; and neither the execution and delivery of this Agreement or Agreement, the Management 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 the Sub-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 Sub-such Adviser is a party or by which it is bound, (ii) the organizational documents of the Sub-such Adviser, or (iii) 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 Sub-such Adviser or its 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 Sub-such Adviser of the transactions contemplated by this Agreement or Agreement, the Management Agreement, the Advisory Agreement, the Sub-Advisory Agreement Agreements or the 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 rules 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 and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute valid and binding obligations of the 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 Sub-Advisory Agreement nor the performance by the 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 Sub-Adviser is a party or by which it is bound, the organizational documents of the 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 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 Sub-Adviser of the transactions contemplated by this Agreement or the Sub-Advisory Agreement Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the rules of the 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 this Agreement and This Agreement, the Sub-Advisory Management Agreement. This Agreement and , the Sub-Advisory Agreement and the Additional Compensation Agreements have each been duly authorized, executed and delivered by the Sub-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 Sub-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 or Agreement, the Management Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreements nor the performance by the Sub-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 Sub-Investment Adviser is a party or by which it is bound, the organizational documents of the Sub-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 Sub-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 Sub-Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Management Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Sub-Adviser This Agreement has full power been duly and authority to enter into validly authorized, executed and delivered by such Adviser. Neither the execution and delivery of any of this Agreement, the Management Agreement and or the Sub-Advisory AgreementAgreement 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. This The Management Agreement and the Sub-Advisory Agreement to which such Adviser is a party have each been duly and validly authorized, executed and delivered by the Sub-such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements Agreements to which such Adviser is a party constitute valid and legally binding obligations of the Sub-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 Sub-Advisory Agreement nor the performance contribution thereunder may be limited by the 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 Sub-Adviser is a party or by which it is bound, the organizational documents of the 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 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 Sub-Adviser of the transactions contemplated by this 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, 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 this This Agreement and and, as applicable, the Management Agreement, the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Additional Compensation Agreement have each been duly authorized, executed and delivered by such Adviser, and the Management Agreement, the Sub-AdviserAdvisory Agreement and the Additional Compensation Agreement, andto which such Adviser is a party, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute each constitutes a valid and binding obligations obligation of the Sub-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 or and, as applicable, the Management Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreement, nor the performance by the Sub-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 Sub-such Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of the Sub-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 Sub-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 Sub-Adviser Advisers of the transactions contemplated contemplated, as applicable, by this Agreement or Agreement, the Management Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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. The Sub-Adviser has full power and authority to enter into this Agreement This Agreement, the Investment Advisory Agreement, and the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Administration Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, and (assuming the due authorization, execution and delivery by of each other party thereto) the other parties thereto, such agreements constitute Investment Advisory Agreement and the Administration Agreement each constitutes a valid and binding obligations obligation of the Sub-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)) or 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 or Agreement, the Sub-Investment Advisory Agreement, the Administration Agreement nor the performance by the 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 the Sub-Adviser is a party or by which it is bound, (ii) the charter, the by-laws or other organizational documents of the Sub-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 Sub-Adviser or its properties or operationsoperations other 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, regulatory body authority or agency is required for the consummation by the Sub-Adviser of the transactions contemplated by this Agreement Agreement, the Investment Advisory Agreement, or the Sub-Advisory Agreement Administration Agreement, except as have been obtained or will be obtained prior to the Closing Time or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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 and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-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 Sub-Adviser, enforceable against the Sub-Adviser in accordance with their 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, 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 Sub-Advisory Agreement nor the performance by the 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, under any agreement or instrument to which the Sub-Adviser is a party or by which it is bound, the organizational documents of the Sub-Adviser or, to the Sub-Adviser's 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 Sub-Adviser or its respective properties or operations; and no material consent, approval, authorization or order of any court or governmental authority, regulatory body authority or agency is required for the consummation by the Sub-Adviser of the transactions contemplated by this Agreement or the 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, NYSE rules 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 This Agreement, the Management Agreement and the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Administration Agreement have each been duly authorized, executed and delivered by the Sub-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 Sub-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 Sub-Advisory Administration Agreement nor the performance by the Sub-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 Sub-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 Sub-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 Sub-Investment Adviser or its properties or operationsoperations (except for such violation, breach or default that would not result in a Material Adverse Effect on the Investment Adviser); 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 Sub-Investment Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement Administration Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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 This Agreement, the Management Agreement, the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Additional Compensation Agreement have each been duly authorized, executed and delivered by the Sub-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 Sub-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 or Agreement, the Management Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreement nor the performance by the Sub-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 Sub-Investment Adviser is a party or by which it is bound, the organizational documents of the Sub-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 Sub-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 Sub-Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Management Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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 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 the Sub-Adviser, and, (assuming due authorization, execution and delivery by the other parties theretoUnderwriters) will constitute, such agreements constitute a valid and binding obligations obligation of the Sub-Investment Adviser, enforceable in accordance with their respective 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, 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 or the Sub-Advisory Management Agreement nor the performance by the Sub-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, (i) any agreement or instrument to which the Sub-Investment Adviser is a party or by which it is bound, (ii) the certificate of formation, limited liability company agreement, the by-laws or other organizational documents of the Sub-Investment Adviser, or (iii) 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 Sub-Investment Adviser or its respective properties or operationsoperations other than, with respect to clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to cause 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 Sub-Investment Adviser of the transactions contemplated by this Agreement or the Sub-Advisory Agreement Management Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules 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. The Sub-Adviser has full power and authority to enter into this Agreement and the Sub-Advisory Agreement. This Agreement and the Collateral Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-AdviserCollateral Subadvisor, and, assuming due authorization, execution and delivery by the other parties thereto, such agreements constitute valid and binding obligations of the Sub-AdviserCollateral Subadvisor, 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 Collateral Sub-Advisory Agreement nor the performance by the Sub-Adviser Collateral Subadvisor 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 Sub-Adviser Collateral Subadvisor is a party or by which it is bound, the organizational documents of the Sub-AdviserCollateral Subadvisor, 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 Sub-Adviser Collateral Subadvisor 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 Sub-Adviser Collateral Subadvisor of the transactions contemplated by this Agreement or and the Collateral Sub-Advisory Agreement or except as have been obtained or may be required under by the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 Act, NYSE rules MKT or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The This Agreement, the Management Agreement, the Administration Agreement, the Sub-Adviser has full power and authority to enter into this Administration Agreement and the Sub-Advisory Agreement. This Agreement and the Sub-Advisory Agreement Agreements have each been duly authorized, executed and delivered by such Adviser, and the Management Agreement, the Administration Agreement, the Sub-AdviserAdministration Agreement and the Sub-Advisory Agreements to which such Adviser is a party, 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 Sub-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, the Management Agreement, the Administration Agreement, the Sub-Administration Agreement or the Sub-Advisory Agreement Agreements nor the performance by the Sub-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 Sub-such Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of the Sub-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 Sub-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 Sub-Adviser 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 may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. The Sub-Adviser has full power This Agreement, the Investment Management Agreement, the Portfolio Management Agreement, the Additional Compensation Agreement between Allianz and authority to enter into this Agreement Xxxxxxx Xxxxx [and the Sub-Advisory Agreement. This Agreement Additional Compensation Agreements between Allianz and each Qualifying Underwriter (as such term is defined in the Sub-Advisory Agreement Prospectus)] (the “Additional Compensation Agreement[s]”) have each been duly authorized, executed and delivered by each Manager that is a party thereto, and (assuming the Sub-Adviser, and, assuming due authorization, execution and delivery by each of the other parties thereto) the Investment Management Agreement, such agreements the Portfolio Management Agreement and the Additional Compensation Agreements each constitute a valid and binding obligations obligation of the Sub-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 Sub-Advisory Agreement Additional Compensation Agreements nor the performance by either of the Sub-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 Sub-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 Sub-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 Sub-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 Sub-Adviser Managers of the transactions contemplated by this Agreement, the Investment Management Agreement, the Portfolio Management Agreement or and the Sub-Advisory Agreement Additional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE rules Act or state securities laws.