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

Authorization of Fund Agreements; Absence of Defaults and Conflicts. This Agreement , the Investment Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Adviser 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 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 federal or state laws; and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, nor the performance by the Adviser of its obligations hereunder or 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, (i) any agreement or instrument to which either Adviser is a party or by which it is bound or (ii) to each Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over each Adviser or its properties or operations other than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by each Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. This Agreement , the Investment Management Agreement and the Sub-Investment Advisory Agreement have each been duly authorized, executed and delivered by the Adviser party thereto(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 such 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 federal or state laws; and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Sub-Investment Advisory Agreement, nor the performance by the Adviser of its obligations hereunder or thereunder, thereunder will violate the limited liability company operating agreement and other organizational documents of either 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, (i) any agreement or instrument to which either the Adviser is a party or by which it is bound or (ii) to each the 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 each the Adviser or its properties or operations other than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by each the Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement or the Sub-Investment Advisory Agreement, except as may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Fund Agreements; Absence of Defaults and Conflicts. This Agreement Agreement, the Investment Management Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Adviser 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 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 federal or state laws; and neither the execution and delivery of this Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, nor the performance by the Adviser of its obligations hereunder or 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, (i) any agreement or instrument to which either Adviser is a party or by which it is bound or (ii) to each Adviser’s knowledge, any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over each Adviser or its properties or operations other than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by each Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement or the Sub-Advisory Agreement, except as may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.