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

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this Agreement and the Fund Agreements to which the Adviser is a party has each been duly authorized, executed and delivered by the Adviser, and constitutes a valid and binding obligation of the 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement or any Fund Agreement to which the Adviser is a party nor the performance by the 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, (A) any agreement or instrument to which the Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, or (C) 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 Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement or any Fund Agreement to which the Adviser is a party, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this Agreement and the Fund Agreements to which the Adviser Administrator is a party has each been duly authorized, executed and delivered by the AdviserAdministrator, and constitutes a valid and binding obligation of the AdviserAdministrator, 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement or any Fund Agreement to which the Adviser Administrator is a party nor the performance by the AdviserAdministrator, 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, (A) any agreement or instrument to which the Adviser Administrator is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the AdviserAdministrator, or (C) to the AdviserAdministrator’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 Adviser Administrator or its properties or operations other than, with respect to sub-sections (A) and (C), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Administrator 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 Adviser Administrator of the transactions contemplated by this Agreement or any Fund Agreement to which the Adviser Administrator is a party, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Administrator Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser Administrator to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement and the Fund Agreements to which the Adviser is a party has Investment Management Agreement have each been duly authorized, executed and delivered by the Adviser, and (assuming the due authorization, execution and delivery of each other party thereto) each such agreement constitutes a valid and binding obligation of the 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement or any Fund Agreement to which the Adviser is a party Investment Management Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder thereunder, will violate the organizational documents of the Adviser, or 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, (Ai) any agreement or instrument to which the Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) 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 Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement or any Fund Agreement to which the Adviser is a partyInvestment Management Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this Agreement and the Fund Agreements to which the Adviser Administrator is a party has each been duly authorized, executed and delivered by the AdviserAdministrator, and constitutes a valid and binding obligation of the AdviserAdministrator, 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement or any Fund Agreement to which the Adviser Administrator is a party nor the performance by the AdviserAdministrator, 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, (A) any agreement or instrument to which the Adviser Administrator is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the AdviserAdministrator, or (C) to the AdviserAdministrator’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 Adviser Administrator or its properties or operations other than, with respect to sub-sections (A) and (C), any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Administrator 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 Adviser Administrator of the transactions contemplated by this Agreement or any Fund Agreement to which the Adviser Administrator is a party, except (A) as have 16 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Administrator Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser Administrator to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement, the Investment Management Agreement and the Fund Agreements to which the Adviser is a party has Sub-Advisory Agreement have each been duly authorized, executed and delivered by the AdviserAdviser party thereto, and (assuming the due authorization, execution and delivery of each other party thereto) each such agreement constitutes a valid and binding obligation of the such 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement Agreement, the Investment Management Agreement, or any Fund Agreement to which the Adviser is a party Sub-Advisory Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder thereunder, will violate the organizational documents of the Adviser, or 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, (Ai) any agreement or instrument to which the either Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) to the 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 either Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the each Adviser of the transactions contemplated by this Agreement Agreement, the Investment Management Agreement, or any Fund Agreement to which the Adviser is a partySub-Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement and the Fund Agreements to which the Adviser is a party has Investment Advisory Agreement have each been duly authorized, executed and delivered by the Adviser, and (assuming the due authorization, execution and delivery of each other party thereto) each such agreement constitutes a valid and binding obligation of the 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement or any Fund Agreement to which the Adviser is a party Investment Advisory Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder will violate the limited liability company operating agreement and other organizational documents of the Adviser, or 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, (Ai) any agreement or instrument to which the Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) 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 Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement or any Fund Agreement to which the Adviser is a partyInvestment Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement , the Investment Management Agreement and the Fund Agreements to which the Adviser is a party has Sub-Advisory Agreement have each been duly authorized, executed and delivered by the AdviserAdviser party thereto, and (assuming the due authorization, execution and delivery of each other party thereto) each such agreement constitutes a valid and binding obligation of the such 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement, the Investment Management Agreement or any Fund Agreement to which the Adviser is a party Sub-Advisory Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder thereunder, will violate the organizational documents of either Adviser, or 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, (Ai) any agreement or instrument to which the either Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) to the 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 each Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the each Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement or any Fund Agreement to which the Adviser is a partySub-Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement, any Terms Agreement, the Alternative Distribution Agreement, any Alternative Terms Agreement and the Fund Agreements to which the Adviser is a party has Investment Advisory Agreement have each been duly authorized, executed and delivered by the Adviser, and (assuming the due authorization, execution and delivery of each other party thereto) each such Agreement constitutes a valid and binding obligation of the 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement, any Terms Agreement, the Alternative Distribution Agreement, any Alternative Terms Agreement or any Fund Agreement to which the Adviser is a party Investment Advisory Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder will violate the limited liability company operating agreement and other organizational documents of the Adviser, or 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, (Ai) any agreement or instrument to which the Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) 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 Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement, any Terms Agreement or any Fund Agreement to which the Adviser is a partyInvestment Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this Agreement This Agreement, the Alternative Distribution Agreement, and the Fund Agreements to which the Adviser is a party has Investment Advisory Agreement have each been duly authorized, executed and delivered by the Adviser (or, in the case of the New Investment Advisor Agreement, if approved by the Funds shareholders, will be duly authorized, executed and delivered by the Adviser), and (assuming the due authorization, execution and delivery of each other party thereto) each such agreement constitutes (or, in the case of the New Investment Advisor Agreement, will constitute) a valid and binding obligation of the 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement, the Alternative Distribution Agreement or any Fund Agreement to which the Adviser is a party Investment Advisory Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder will violate the limited liability company operating agreement and other organizational documents of the Adviser, or 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, (Ai) any agreement or instrument to which the Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) 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 Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement Agreement, the Alternative Distribution Agreement, or any Fund Agreement to which the Adviser is a partyInvestment Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement, the Alternative Distribution Agreement and the Fund Agreements to which the Adviser is a party has Investment Advisory Agreement have each been duly authorized, executed and delivered by the Adviser (or, in the case of the New Investment Advisor Agreement, if approved by the Funds shareholders, will be duly authorized, executed and delivered by the Adviser), and (assuming the due authorization, execution and delivery of each other party thereto) each such agreement constitutes (or, in the case of the New Investment Advisor Agreement, will constitute) a valid and binding obligation of the 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement, the Alternative Distribution Agreement or any Fund Agreement to which the Adviser is a party Investment Advisory Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder will violate the limited liability company operating agreement and other organizational documents of the Adviser, or 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, (Ai) any agreement or instrument to which the Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) 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 Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement, the Alternative Distribution Agreement or any Fund Agreement to which the Adviser is a partyInvestment Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement, the Investment Management Agreement and the Fund Agreements to which the Adviser is a party has Sub-Advisory Agreement have each been duly authorized, executed and delivered by the AdviserAdviser party thereto, and (assuming the due authorization, execution and delivery of each other party thereto) each such agreement constitutes a valid and binding obligation of the such 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement, the Investment Management Agreement or any Fund Agreement to which the Adviser is a party Sub-Advisory Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder thereunder, will violate the organizational documents of either Adviser, or 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, (Ai) any agreement or instrument to which the either Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) to the 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 each Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the each Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement or any Fund Agreement to which the Adviser is a partySub-Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement and the Fund Agreements to which the Adviser is a party has Investment Advisory Agreement have each been duly authorized, executed and delivered by the Adviser (or, in the case of the New Investment Advisor Agreement, if approved by the Funds shareholders, will be duly authorized, executed and delivered by the Adviser), and (assuming the due authorization, execution and delivery of each other party thereto) each such agreement constitutes (or, in the case of the New Investment Advisor Agreement, will constitute) a valid and binding obligation of the 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement or any Fund Agreement to which the Adviser is a party Investment Advisory Agreement, nor the performance by the Adviser, Adviser of its obligations hereunder or thereunder will violate the limited liability company operating agreement and other organizational documents of the Adviser, or 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, (Ai) any agreement or instrument to which the Adviser is a party or by which it is bound, (B) the limited liability company agreement and other organizational documents of the Adviser, bound or (Cii) 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 Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement or any Fund Agreement to which the Adviser is a partyInvestment Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. Each of this This Agreement and the Fund Agreements to which the Adviser is a party has Investment Advisory Agreement have each been duly authorized, executed and delivered by the Adviser, and (assuming the due authorization, execution and delivery of each other party thereto) each such Agreement constitutes a valid and binding obligation of the 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by equitable principles of general applicability or by federal or state laws; and neither the execution and delivery of this Agreement or any Fund the Investment Advisory Agreement to which the Adviser is a party nor the performance by the Adviser, 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, (Ai) any agreement or instrument to which the Adviser is a party or by which it is bound, (Bii) the limited liability company operating agreement and other organizational documents of the Adviser, or (Ciii) 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 Adviser or its properties or operations other than, with respect to sub-sections (A) and (C), than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement or any Fund Agreement to which the Adviser is a partyInvestment Advisory Agreement, except (A) 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, the Advisers Act or state and foreign securities or “blue sky” laws, (B) may be required by the NYSE, the FINRA or any other applicable self-regulatory organization and securities depository, or (C) such as which the failure to obtain would not have an Adviser Material Adverse Effect or a Material Adverse Effect or impede the ability of the Adviser to perform its obligations under the Agreement and each Fund Agreement to which it is a party.