Common use of Representations of the Acquiring Funds Clause in Contracts

Representations of the Acquiring Funds. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement, including, without limitation, the requirement that: (1) the Acquiring Fund and its advisory group (as defined in the Rule) not control (as defined in the 1940 Act), individually or in the aggregate, an Acquired Fund and (2) if the Acquiring Fund and its advisory group, in the aggregate, holds more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of such shares (in each case, except as otherwise provided in the Rule); and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to materially comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

Representations of the Acquiring Funds. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement. Additionally, including, without limitation, the requirement thatan Acquiring Fund shall promptly notify an Acquired Fund: (1i) the of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities; (ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; (iii) where an Acquiring Fund and its advisory group Advisory Group (as defined in the Rule) not control (as defined in the 1940 Act), individually or in the aggregate, an Acquired Fund and (2) if the Acquiring Fund and its advisory group, in the aggregate, holds hold more than 25% of the such Acquired Fund’s total outstanding voting securities; and (iv) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund, each of those holders vote its shares of the Acquired Fund in the same proportion as the vote excess of all other holders of such shares an amount noted in (in each casei), except as otherwise provided in the Rule(ii); and , or (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to materially comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreementabove.

Representations of the Acquiring Funds. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement. Additionally, including, without limitation, the requirement thatan Acquiring Fund shall promptly notify an Acquired Fund: (1i) the of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities; (ii) where an Acquiring Fund and its advisory group Advisory Group (as defined in the Rule) not control (as defined in the 1940 Act), individually Rule),individually or in the aggregate, an Acquired Fund and (2) if the Acquiring Fund and its advisory group, in the aggregate, holds hold more than 25% of the such Acquired Fund’s total outstanding voting securities; and (iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund, each of those holders vote its shares of the Acquired Fund in the same proportion as the vote excess of all other holders of such shares an amount noted in (in each case, except as otherwise provided in the Rulei); and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to materially comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

Representations of the Acquiring Funds. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement. Additionally, including, without limitation, the requirement thatan Acquiring Fund shall promptly notify an Acquired Fund: (1i) the of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities; (ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; (iii) where an Acquiring Fund and its advisory group Advisory Group (as defined in the Rule) not control (as defined in the 1940 Act), individually Rule),individually or in the aggregate, an Acquired Fund and (2) if the Acquiring Fund and its advisory group, in the aggregate, holds hold more than 25% of the such Acquired Fund’s total outstanding voting securities; and (iv) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund, each of those holders vote its shares of the Acquired Fund in the same proportion as the vote excess of all other holders of such shares an amount noted in (in each case, except as otherwise provided in the Rulei); and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to materially comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

Representations of the Acquiring Funds. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A)) in reliance on the Rule, the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement. Additionally, including, without limitation, the requirement thatan Acquiring Fund shall promptly notify an Acquired Fund: (1i) the of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities; (ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; (iii) where an Acquiring Fund and its advisory group Advisory Group (as defined in the Rule) not control (as defined in the 1940 Act), individually or in the aggregate, an Acquired Fund and (2) if the Acquiring Fund and its advisory group, in the aggregate, holds hold more than 25% of the such Acquired Fund’s total outstanding voting securities; and (iv) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund, each of those holders vote its shares of the Acquired Fund in the same proportion as the vote excess of all other holders of such shares an amount noted in (in each casei), except as otherwise provided in the Rule(ii); and , or (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to materially comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreementabove.