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 Marketing Fee Agreements have been duly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such Adviser, and assuming authorization, execution and delivery by the parties thereto, each constitutes a valid and binding obligation of such Adviser, enforceable in accordance with its terms, except as (A) the enforceability may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors’ rights generally, (B) the rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution may be limited by general equitable principles or by state or federal securities laws or the policies underlying such laws; and neither the execution and delivery of this Agreement, the Marketing Fee Agreements, the Advisory Agreement or the Subadvisory Agreement, 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 lapse of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Adviser, or to such Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Advisory Agreement and the Subadvisory Agreement, except as have been obtained or may be required under the 1933 Act, the Investment Company Act, the 1934 Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Subadvisory Agreement and the Marketing Fee Non-U.S. Subadvisory Agreements have been duly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such Adviserthe Subadviser, and and, assuming due authorization, execution and delivery by the other parties thereto, each such Agreement constitutes a valid and binding obligation obligations of such Adviserthe Subadviser, enforceable in accordance with its terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and an implied covenant of good faith and fair dealing and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification indemnity and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of this Agreement, the Marketing Fee Subadvisory Agreement and the Non U.S. Subadvisory Agreements, the Advisory Agreement or the Subadvisory Agreement, nor the performance by such Adviser the Subadviser 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 such Adviser the Subadviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Adviser, the Subadviser or to such Adviserthe Subadviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such Adviser the Subadviser or its respective properties or operations, except where such breach would not have a Material Adverse Effect on the Subadviser’s ability to perform the services contemplated by this Agreement, the Subadvisory Agreement and the Non-U.S. Subadvisory Agreements; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser the Subadviser of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Advisory Subadvisory Agreement and the Non U.S. Subadvisory AgreementAgreements, except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act Act, NYSE or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Investment Management Agreement and the Marketing Fee Agreements have Sub-Advisory Agreement has been duly and validly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorizedAdvisor, executed and delivered by such Adviserand, and assuming due authorization, execution and delivery by the other parties thereto, each constitutes a such Agreements constitute valid and legally binding obligation obligations of such Adviser, Advisor; the Investment Management Agreement and the Sub-Advisory Agreement is enforceable against such Advisor in accordance with its terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or other laws decisional, relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and an implied covenant of good faith and fair dealing and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution hereunder may be limited by general equitable principles federal or by state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of any of this Agreement, the Marketing Fee AgreementsInvestment Management Agreement, the Sub-Advisory Agreement or the Subadvisory AgreementFee Agreements to which such Advisor is, or will be, a party nor the performance by such 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 such Adviser Advisor is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such AdviserAdvisor, or to such AdviserAdvisor’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 such Adviser Advisor or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Advisory Agreement and the Subadvisory Agreement, except as have been obtained where such breach or may be required under the 1933 Act, the Investment Company Act, the 1934 Act or state securities laws, and except where the failure to obtain such consent default would not have a material adverse effect on such AdviserAdvisor’s ability to function as an investment adviser or perform its obligations under either of the services contemplated by this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Subadvisory Agreement Fee Agreements to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and Each of this Agreement, the Marketing Fee Agreements have been duly authorizedInvestment Advisory Agreement, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Investment Management Agreement to which such Adviser is a party has each been duly authorized, executed and delivered by such Adviser, and and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes such Agreements to which such Adviser is a party constitute valid and binding obligation obligations of such the Adviser, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or other laws decisional, relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of any of this Agreement, the Marketing Fee AgreementsInvestment Advisory Agreement, the Advisory Investment Management Agreement or the Subadvisory Agreement, Additional Compensation Agreement[s] to which such Adviser is 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 lapse of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such the Adviser, or to such 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 such the Adviser or its respective properties or operations, except where such breach or default would not have a material adverse effect on such Adviser’s ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement, the Investment Management Agreement or the Additional Compensation Agreement[s]; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such the Adviser of the transactions contemplated by this Agreement, the Marketing Fee AgreementsInvestment Advisory Agreement, the Advisory Investment Management Agreement and or the Subadvisory Agreement, Additional Compensation Agreement[s] except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Fee Agreement and the Marketing Fee Advisory Agreements have to which the Manager or the Subadviser is a party has been duly and validly authorized, executed and delivered by such Adviser; the Advisory Agreement and Manager or the Subadvisory Agreement to which such Adviser is a party has been duly authorizedSubadviser, executed and delivered by such Adviserand, and assuming due authorization, execution and delivery by the other parties thereto, each constitutes a the Advisory Agreements constitute valid and legally binding obligation obligations of such Adviserthe Manager and the Subadviser, enforceable against the Manager and Subadviser in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (Bwhether considered in a proceeding in equity or at law) the and an implied covenant of good faith and fair dealing and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and or contribution thereunder may be limited by general equitable principles federal or by state or federal securities laws or the policies underlying such laws; and neither the execution and delivery of this Agreement, the Marketing Fee Agreements, Advisory Agreements to which the Advisory Agreement Manager or the Subadvisory Agreement, Subadviser is a party nor the performance by such Adviser the Manager or the Subadviser 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 such Adviser the Manager or the Subadviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Adviserthe Manager or the Subadviser, or to such Adviserthe Manager’s or the Subadviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such Adviser the Manager or the Subadviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Advisory Agreement and the Subadvisory Agreement, except as have been obtained where such breach or may be required under the 1933 Act, the Investment Company Act, the 1934 Act or state securities laws, and except where the failure to obtain such consent default would not have a material adverse effect on such Adviserthe Manager’s or the Subadviser’s ability to function as an investment adviser perform the services contemplated by this Agreement, or perform its obligations under either of the any Advisory Agreement or the Subadvisory Agreement to which it is a party.;

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and Each of this Agreement, the Marketing Fee Agreements have been duly authorized, executed and delivered by such Adviser; the Investment Advisory Agreement and the Subadvisory Investment Management Agreement to which such Adviser is a party has each been duly authorized, executed and delivered by such Adviser, and and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes such Agreements to which such Adviser is a party constitute valid and binding obligation obligations of such the Adviser, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or other laws decisional, relating to or affecting creditors’ ' rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of any of this Agreement, the Marketing Fee Agreements, the Investment Advisory Agreement or the Subadvisory Agreement, Investment Management Agreement to which such Adviser is 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 lapse of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such the Adviser, or to such the Adviser’s 's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such the Adviser or its respective properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement or the Investment Management Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such the Adviser of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Investment Advisory Agreement and the Subadvisory Agreement, or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Management Agreement and the Marketing Fee Agreements have been duly authorized, executed and delivered by such Adviser; the Sub-Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has each been duly authorized, executed and delivered by 8 such Adviser, and and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes such Agreements to which such Adviser is a party constitute valid and binding obligation obligations of such the Adviser, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or other laws decisional, relating to or affecting creditors’ ' rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of any of this Agreement, the Marketing Fee Agreements, the Advisory Management Agreement or the Subadvisory Agreement, Sub-Advisory Agreement to which such Adviser is 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 lapse of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such the Adviser, or to such the Adviser’s 's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such the Adviser or its respective properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such the Adviser of the transactions contemplated by this Agreement, the Marketing Fee AgreementsManagement Agreement, or the Sub-Advisory Agreement and the Subadvisory Agreement, except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act Act, NYSE or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement [and the Marketing Structuring Fee Agreements Agreement] to which it is a party have each been duly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorizedand, executed and delivered by such Adviser, and assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a valid and binding obligation of such Adviser, enforceable in accordance with its respective terms, except as (A) the enforceability 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, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally, (B) the rights of acceleration, if applicable, generally and the availability of equitable remedies and (C) the right to indemnification and contribution may be limited by general equitable principles (whether considered in a proceeding in equity or by state or federal securities laws or the policies underlying such lawsat law); and neither the execution and delivery of this Agreement, the Marketing Fee AgreementsManagement Agreement, the Sub-Advisory Agreement or the Subadvisory Agreement, the Additional Compensation Agreement [and the Structuring Fee Agreement] nor the performance by such Adviser of its obligations hereunder or thereunder to which it is a party 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 such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Adviser, or to such Adviser’s 's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such the Adviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser of the transactions contemplated by this Agreement, the Marketing Fee AgreementsManagement Agreement, the Sub-Advisory Agreement, the Additional Compensation Agreement and [or the Subadvisory Structuring Fee Agreement] to which it is a party, except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and Each of this Agreement, the Marketing Fee Agreements have been duly authorized, executed and delivered by such Adviser; the Investment Advisory Agreement and the Subadvisory Investment Sub-Advisory Agreement to which such Adviser is a party has each been duly authorized, executed and delivered by such Adviser, and and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes such Agreements to which such Adviser is a party constitute valid and binding obligation obligations of such the Adviser, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or other laws decisional, relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of any of this Agreement, the Marketing Fee Agreements, the Investment Advisory Agreement or the Subadvisory Agreement, Investment Sub-Advisory Agreement to which such Adviser is 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 lapse of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such the Adviser, or to such 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 such the Adviser or its respective properties or operations, except where such breach or default would not have a material adverse effect on such Adviser’s ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement or the Investment Sub-Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such the Adviser of the transactions contemplated by this Agreement, the Marketing Fee AgreementsInvestment Advisory Agreement, or the Investment Sub-Advisory Agreement and the Subadvisory Agreement, except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Marketing Fee Agreements Subadvisory Agreement have each been duly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such AdviserSubadviser, and assuming due authorization, execution and delivery by the other parties thereto, each constitutes a such agreements constitute valid and binding obligation obligations of such Adviserthe Subadviser, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or other laws decisional, relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and an implied covenant of good faith and fair dealing and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution hereunder may be limited by general equitable principles federal or by state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of any of this Agreement, the Marketing Fee Agreements, the Advisory Agreement or and the Subadvisory Agreement, Agreement nor the performance by such Adviser the Subadviser 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 such Adviser the Subadviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Adviserthe Subadviser, or to such Adviser’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such Adviser the Subadviser or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser the Subadviser of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Advisory Agreement and the Subadvisory Agreement, Agreement or except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act Act, NYSE or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Investment Management Agreement, the Subadvisory Agreement, the Non-U.S. Subadvisory Agreement and the Marketing Fee Additional Compensation Agreements have been duly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such AdviserLMPFA, and and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes a such Agreements constitute valid and binding obligation obligations of such AdviserLMPFA, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and an implied covenant of good faith and fair dealing and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification indemnity and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of this Agreement, the Marketing Fee AgreementsInvestment Management Agreement, the Advisory Agreement or the Subadvisory Agreement, the Non-U.S. Subadvisory Agreement and the Additional Compensation Agreements, nor the performance by such Adviser LMPFA 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 such Adviser LMPFA is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such AdviserLMPFA, or to such AdviserLMPFA’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 such Adviser LMPFA or its respective properties or operations, except where such breach would not have a Material Adverse Effect on LMPFA’s ability to perform the services contemplated by this Agreement and the Investment Management Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser LMPFA of the transactions contemplated by this Agreement, the Marketing Fee AgreementsInvestment Management Agreement, the Advisory Agreement and the Subadvisory Agreement, the Non-U.S. Subadvisory Agreement or the Additional Compensation Agreements, to which it is a party, except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act Act, NYSE or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and Each of this Agreement, the Marketing Fee Agreements have been duly authorized, executed and delivered by such Adviser; the Investment Advisory Agreement and the Subadvisory Investment Management Agreement to which such Adviser is a party has each been duly authorized, executed and delivered by such Adviser, and and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes such Agreements to which such Adviser is a party constitute valid and binding obligation obligations of such the Adviser, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or other laws decisional, relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of any of this Agreement, the Marketing Fee Agreements, the Investment Advisory Agreement or the Subadvisory Agreement, Investment Management Agreement to which such Adviser is 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 lapse of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such the Adviser, or to such 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 such the Adviser or its respective properties or operations, except where such breach or default would not have a material adverse effect on such Adviser’s ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement or the Investment Management Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such the Adviser of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Investment Advisory Agreement and or the Subadvisory Agreement, Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Subadvisory Agreement, the Non-U.S. Subadvisory Agreement and the Marketing Fee Agreements have been duly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Allocation Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such Adviserthe Subadviser, the Non-U.S. Subadviser and the Allocation Subadviser, as the case may be, and, assuming due authorization, execution and delivery by the other parties thereto, each such Agreement constitutes a valid and binding obligation obligations of such Adviserthe Subadviser, the Non-U.S. Subadviser and the Allocation Subadviser, as the case may be, enforceable in accordance with its terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and an implied covenant of good faith and fair dealing and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification indemnity and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of this Agreement, the Marketing Fee AgreementsSubadvisory Agreement, the Advisory Non U.S. Subadvisory Agreement or and the Allocation Subadvisory Agreement, nor the performance by such Adviser the Subadviser, the Non-U.S. Subadviser and the Allocation Subadviser, as the case may be, 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 such Adviser the Subadviser, the Non-U.S. Subadviser or the Allocation Subadviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Adviserthe Subadviser, the Non-U.S. Subadviser and the Allocation Subadviser or to the such Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such Adviser the Subadviser, the Non-U.S. Subadviser or the Allocation Subadviser, as the case may be, or its respective properties or operations, except where such breach would not have a Material Adverse Effect on such Adviser’s ability to performs the services contemplated by this Agreement, the Subadvisory Agreement, the Non-U.S. Subadvisory Agreements and the Allocation Subadvisory Agreement, as the case may be; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser the Subadviser, the Non-U.S. Subadviser or the Allocation Subadviser of the transactions contemplated by this Agreement, the Marketing Fee AgreementsSubadvisory Agreement, the Advisory Non U.S. Subadvisory Agreement and the Allocation Subadvisory Agreement, as the case may be, except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act Act, NYSE or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Marketing Fee Agreements Commodity Sub-Advisory Agreement have each been duly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such AdviserCommodity Subadvisor, and assuming due authorization, execution and delivery by the other parties thereto, each constitutes a such agreements constitute valid and binding obligation obligations of such Adviserthe Commodity Subadvisor, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or other laws decisional, relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and an implied covenant of good faith and fair dealing and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification and contribution hereunder may be limited by general equitable principles federal or by state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of this Agreement, the Marketing Fee Agreements, the Advisory Agreement or the Subadvisory Agreement, Commodity Sub-Advisory Agreement nor the performance by such Adviser the Commodity Subadvisor of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which such Adviser the Commodity Subadvisor is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Adviserthe Commodity Subadvisor, or to such Adviser’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such Adviser the Commodity Subadvisor or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser the Commodity Subadvisor of the transactions contemplated by this Agreement, the Marketing Fee Agreements, the Advisory Agreement and the Subadvisory Agreement, Commodity Sub-Advisory Agreement or except as have been obtained or may be required under by the 1933 Act, the Investment Company Act1933 Act Regulations, the 1934 Act CEA, the CFTC Rules and Regulations, the NFA Rules and Regulations, the NYSE MKT or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Investment Management Agreement, the Subadvisory Agreement and the Marketing Fee Additional Compensation Agreements have been duly authorized, executed and delivered by such Adviser; the Advisory Agreement and the Subadvisory Agreement to which such Adviser is a party has been duly authorized, executed and delivered by such AdviserLMPFA, and and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes a such Agreements constitute valid and binding obligation obligations of such AdviserLMPFA, enforceable in accordance with its their respective terms, except as (A) the enforceability may be limited affected by bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, generally and general equitable principles (Bwhether considered in a proceeding in equity or at law) the and an implied covenant of good faith and fair dealing and except as rights of acceleration, if applicable, and the availability of equitable remedies and (C) the right to indemnification indemnity and contribution thereunder may be limited by general equitable principles or by federal and state or federal securities laws or the policies underlying such lawslaw; and neither the execution and delivery of this Agreement, the Marketing Fee AgreementsInvestment Management Agreement, the Advisory Agreement or the Subadvisory Agreement, and the Additional Compensation Agreements nor the performance by such Adviser LMPFA 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 such Adviser LMPFA is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such AdviserLMPFA, or to such AdviserLMPFA’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 such Adviser LMPFA or its respective properties or operations, except where such breach would not have a Material Adverse Effect on LMPFA’s ability to perform the services contemplated by this Agreement and the Investment Management Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by such Adviser LMPFA of the transactions contemplated by this Agreement, the Marketing Fee Investment Management Agreement, the Subadvisory Agreement or the Additional Compensation Agreements, the Advisory Agreement and the Subadvisory Agreementto which it is a party, except as have been obtained or may be required under the 1933 Act, the Investment Company 1940 Act, the 1934 Act Act, NYSE or state securities laws, and except where the failure to obtain such consent would not have a material adverse effect on such Adviser’s ability to function as an investment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.