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

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a valid and binding obligation of the Investment Adviser, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Agreement nor the performance by the 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, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited partnership agreement of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect on the Investment Adviser's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a valid and binding obligation of the Investment Adviser, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Agreement nor the performance by the 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, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited partnership agreement of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect on the Investment Adviser's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") AMEX or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Agreement have each been The Adviser has duly authorized, executed and delivered by each of this Agreement and the Investment AdviserAdvisory Agreement, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a valid and binding obligation of the Investment Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws 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 rights to indemnity and contribution thereunder may be limited by federal and or state lawsecurities laws; and neither the execution and delivery of this Agreement or the Investment Advisory Agreement nor the performance by the 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, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, and which is material to the limited partnership agreement conduct of the Investment Adviser’s services under the Advisory Agreement, the certificate of incorporation, the by-laws or other organizational documents of the Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where in each case for such breach would not reasonably be expected to conflicts or breaches which do not, singly or in the aggregate, have a material adverse effect on the Investment Adviser's ’s ability to perform its obligations under either this Agreement or the services contemplated by such agreementAdvisory Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Management Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Management Agreement constitutes a valid and binding obligation of the Investment Adviser, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Management Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of of, any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment Adviser, or or, to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect on the Investment Adviser's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Advisory Management Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") rules of the NYSE or NASD, or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement and the Investment Advisory Management Agreement have each has been duly authorized, executed and delivered by the Investment AdviserManager, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a such Agreements constitute valid and binding obligation obligations of the Investment AdviserManager, enforceable in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Management Agreement nor the performance by the Investment Adviser Manager 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, any agreement or instrument to which the Investment Adviser Manager is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment AdviserManager, or to the Investment AdviserManager's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Manager or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect Material Adverse Effect on the such Investment AdviserManager's ability to perform the services contemplated by such agreementthis Agreement or the Management Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser Manager of the transactions contemplated by this Agreement or the Investment Advisory Management Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement and the Investment Advisory Management Agreement have each has been duly and validly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and legally binding obligations of the Adviser; the Investment Advisory Management Agreement constitutes a valid and binding obligation of is enforceable against the Investment Adviser, enforceable Adviser 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 and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnity indemnification and contribution thereunder hereunder may be limited by federal and or state law; and neither the execution and delivery of any of this Agreement, the Investment Management Agreement or the Investment Advisory Agreement Fee Agreements to which the Adviser is a party nor the performance by the 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, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment Adviser, or to the Investment 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 Investment Adviser or its properties or operations, except where such breach or default would not reasonably be expected to have a material adverse effect on the Investment Adviser's ’s ability to perform the services contemplated by such agreement; and no consentthis Agreement, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Management Agreement or the Investment Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") or state securities lawsFee Agreements.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Agreement have each been duly authorized, executed and delivered by the Investment AdviserAdvisor, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a valid and binding obligation of the Investment AdviserAdvisor, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Agreement nor the performance by the Investment Adviser Advisor 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, any agreement or instrument to which the Investment Adviser Advisor is a party or by which it is bound, the limited partnership agreement Articles of Organization and By-Laws of the Investment AdviserAdvisor, or to the Investment AdviserAdvisor's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisor or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Investment AdviserAdvisor's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser Advisor of the transactions contemplated by this Agreement or the Investment Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") AMEX or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Management Agreement have each been duly authorized, executed and delivered by the Investment AdviserAdvisor, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Management Agreement constitutes a valid and binding obligation of the Investment AdviserAdvisor, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Management Agreement nor the performance by the Investment Adviser Advisor 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, any agreement or instrument to which the Investment Adviser Advisor is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment AdviserAdvisor, or to the Investment AdviserAdvisor's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisor or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Investment AdviserAdvisor's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser Advisor of the transactions contemplated by this Agreement or the Investment Advisory Management Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Investment Advisory and Management Agreement, the ISS Agreement and the Investment Advisory Agreement have Fee Agreements has each been duly and validly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a such Agreements constitute valid and legally binding obligation obligations of the Investment Adviser, enforceable against the Adviser in accordance with its their respective terms, except as affected by the enforcement thereof may be subject to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws now or thereafter in effect relating to or affecting creditors' ’ rights generally and (B) general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither principles. Neither the execution and delivery of any of this Agreement, the Investment Advisory and Management Agreement or the Investment Advisory Agreement Fee Agreements, nor the performance by the 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, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment Adviser, or to the Investment 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 Investment Adviser or its properties or operations, except where such breach or default would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Investment Adviser's ’s ability to perform the services contemplated by such agreement; and no consentthis Agreement, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Advisory and Management Agreement or the Investment Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") or state securities lawsFee Agreements.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Agreement have each been duly authorized, executed and delivered by the Investment AdviserAdvisor, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a valid and binding obligation of the Investment AdviserAdvisor, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Agreement nor the performance by the Investment Adviser Advisor 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, any agreement or instrument to which the Investment Adviser Advisor is a party or by which it is bound, the limited partnership agreement Articles of Organization and By-Laws of the Investment AdviserAdvisor, or to the Investment AdviserAdvisor's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisor or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Investment AdviserAdvisor's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser Advisor of the transactions contemplated by this Agreement or the Investment Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Management Agreement and the Investment Advisory Agreement have has each been duly authorized, executed and delivered by the Investment AdviserAdvisor, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a such Agreements constitute valid and binding obligation obligations of the Investment AdviserAdvisor, enforceable in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Advisory Agreement nor the performance by the Investment Adviser Advisor 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, any agreement or instrument to which the Investment Adviser Advisor is a party or by which it is bound, the limited partnership liability company agreement of the Investment AdviserAdvisor, or to the Investment AdviserAdvisor's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisor or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Investment AdviserAdvisor's ability to perform the services contemplated by such agreementthis Agreement, the Management Agreement or the Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser Advisor of the transactions contemplated by this Agreement, the Management Agreement or the Investment Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement and the Investment Advisory Management Agreement have has each been duly authorized, executed and delivered by the Investment AdviserManager, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement constitutes a such Agreements constitute valid and binding obligation obligations of the Investment AdviserManager, enforceable in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Management Agreement nor the performance by the Investment Adviser Manager 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, any agreement or instrument to which the Investment Adviser Manager is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment AdviserManager, or to the Investment AdviserManager's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Manager or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Investment AdviserManager's ability to perform the services contemplated by such agreementthis Agreement or the Management Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser Manager of the transactions contemplated by this Agreement or the Investment Advisory Management Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Management Agreement have each been duly authorized, executed and delivered by the Investment AdviserAdvisor, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Management Agreement constitutes a valid and binding obligation of the Investment AdviserAdvisor, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement or the Investment Advisory Management Agreement nor the performance by the Investment Adviser Advisor 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, any agreement or instrument to which the Investment Adviser Advisor is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment AdviserAdvisor, or to the Investment AdviserAdvisor's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisor or its properties or operations, except where such conflict or breach would not reasonably be expected to have a material adverse effect on the Investment AdviserAdvisor's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser Advisor of the transactions contemplated by this Agreement or the Investment Advisory Management Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Investment Advisory Agreement investment advisory agreement to which it is a party with the Fund have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, investment advisory agreement to which it is a party with the Investment Advisory Agreement Fund constitutes a valid and binding obligation of the Investment Adviser, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnity and contribution thereunder may be limited by federal and state law); and neither the execution and delivery of this Agreement or the Investment Advisory Agreement investment advisory agreement to which it is a party with the Fund nor the performance by the 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, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment Adviser, or to the Investment Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations, except where such conflict, breach would or default should not be reasonably be expected to have a material adverse effect on the Investment Adviser's ability to perform the services contemplated by such agreementan 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 Investment Adviser of the transactions contemplated by this Agreement or the Investment Advisory Agreementinvestment advisory agreement to which it is a party with the Fund, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement and the Investment Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Investment each respective Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Management Agreement and the Sub-Advisory Agreement constitutes each constitute a valid and binding obligation of the Investment each respective Adviser, enforceable 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 and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement, the Management Agreement or the Investment Sub-Advisory Agreement nor the performance by either of the Investment Adviser 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, any agreement or instrument to which the Investment either Adviser is a party or by which it is bound, the limited partnership agreement organizational documents of each of the Investment AdviserAdvisers, or to the Investment each Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser Advisers or its their respective properties or operations, except where such breach would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Investment such Adviser's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser Advisers of the transactions contemplated by this Agreement, the Management Agreement or the Investment Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the American Stock Exchange ("AMEX") NYSE or state securities laws.