Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. All representations and warranties made in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2. The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by its President, Executive Vice President, Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its the Trust's election, to the performance by the Trust, on behalf of the Acquiring Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. 6.1 All representations and warranties made of the Trust, on behalf of the Acquiring Fund, contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.2. 6.2 The Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquiring Fund on or before the Closing Date; 6.3 The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in its name by its President, Executive Vice President, Treasurer or any Assistant Treasurer, in form number of full and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties made in this Agreement by of the fractional Acquiring Fund are true and correct Shares to be issued in all material respects at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; andReorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. All representations and warranties made in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;; and 7.2. The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by its President, Executive President or Vice President, President and its Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties made in this Agreement by or on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on at or before the Closing Date Effective Time, and, in addition thereto, the following further conditions, unless conditions (any of which may be waived by the Acquired Fund Fund, in writing:its sole and absolute discretion): 7.1. 6.1 All representations and warranties made of the Acquiring Fund contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Effective Time with the same force and effect as if made on and as of the Closing Date;at such time; and 7.2. 6.2 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by its President, Executive President or a Vice President, Treasurer or any Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Datedate of the Closing, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing DateEffective Time, except as they may be affected by the transactions contemplated by this Agreement; andAgreement and as to such other matters as the Acquired Fund shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of ING Series Fund, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its ING Series Fund's election, to the performance by ING Investment Funds, on behalf of the Acquiring Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.16.1. All representations and warranties made of ING Investment Funds, on behalf of the Acquiring Fund, contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.26.2. The Acquiring Fund ING Investment Funds shall have delivered to the Acquired ING Series Fund a certificate executed in its name by its President, Executive President or Vice President, President and its Treasurer or any Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquired ING Series Fund and dated as of the Closing Date, to the effect that the representations and warranties of ING Investment Funds, on behalf of the Acquiring Fund, made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; andAgreement and as to such other matters as ING Series Fund shall reasonably request;

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. 6.1 All representations and warranties made of the Acquiring Fund contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;; and 7.2. 6.2 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by its President, Executive President or Vice President, President and its Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and, and as to such other matters as the Acquired Fund shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. 7.1 All representations and warranties made of the MPAM Trust on behalf of the Acquiring Fund contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;. 7.2. 7.2 The Acquiring Fund MPAM Trust shall have delivered to the Acquired Fund Company on the Closing Date a certificate executed in its name by the MPAM Trust's President or Vice President and its President, Executive Vice President, Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing DateCompany, to the effect that the representations and warranties of the MPAM Trust made in this Agreement by on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and, and as to such other matters as the Company reasonably requests.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all of the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions, unless waived by the Acquired Fund in writing:: 7. 7.1. All representations and warranties made in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.21. The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in on their behalf by the Acquiring Trust's President or any Vice President and its name by its President, Executive Vice President, Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Trust and the Acquiring Fund made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and, and that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. 7.1 All representations and warranties made of Virtus contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;. 7.2. 7.2 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President, Executive Virtus' President or Vice President, President and Virtus' Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing DateFund, to the effect that the representations and warranties of Virtus made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and, and as to such other matters as the Acquired Fund shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Trust on behalf of the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. 6.1 All representations and warranties made of the Trust on behalf of the Acquiring Fund contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;; and 7.2. 6.2 The Trust on behalf of the Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by the Trust's President or Vice President and its President, Executive Vice President, Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust on behalf of the Acquiring Fund made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and, and as to such other matters as the Acquired Fund shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. All representations and warranties made of the Acquiring Fund contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;. 7.2. The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its the Acquiring Fund's name by the Acquiring Fund's Chief Executive Officer, President or Vice President and its President, Executive Vice President, Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing DateFund, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and, and as to such other matters as the Acquired Fund shall reasonably request. 7.3. The Acquired Fund shall have received an opinion(s) of counsel(s) of the Acquiring Fund as to the matters identified in paragraphs 4.2.1, 4.2.2., 4.2.5. and 4.2.12.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1. 7.1 All representations and warranties made of the MPAM Trust on behalf of the Acquiring Fund contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;. 7.2. 7.2 The Acquiring Fund MPAM Trust shall have delivered to the Acquired Fund Dreyfus Trust on the Closing Date a certificate executed in its name by the MPAM Trust's President or Vice President and its President, Executive Vice President, Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Closing DateDreyfus Trust, to the effect that the representations and warranties of the MPAM Trust made in this Agreement by on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and, and as to such other matters as the Dreyfus Trust reasonably requests.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of ING Investment Funds, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its ING Investment Funds' election, to the performance by ING Series Fund, on behalf of the Acquiring Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.16.1. All representations and warranties made of ING Series Fund, on behalf of the Acquiring Fund, contained in this Agreement by the Acquiring Fund shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 7.26.2. The Acquiring ING Series Fund shall have delivered to the Acquired Fund ING Investment Funds a certificate executed in its name by its President, Executive President or Vice President, President and its Treasurer or any Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquired Fund ING Investment Funds and dated as of the Closing Date, to the effect that the representations and warranties of ING Series Fund, on behalf of the Acquiring Fund, made in this Agreement by of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; andAgreement and as to such other matters as ING Investment Funds shall reasonably request;