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

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions: 7.1 The Target Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Trust’s Chief Administrative Officer or any Vice President, in a form reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations, covenants, and warranties of the Trust, on behalf of the Target Fund, made in this Agreement are true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing, and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 The Target Fund shall have delivered to the Acquiring Fund a statement of the Target Fund’s assets and liabilities, together with a list of the Target Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Controller or Treasurer of the Trust. 7.3 The Target Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code). 7.4 The Target Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Target Fund prior to or at the Closing. 7.5 The Target Fund shall have delivered to the Acquiring Fund such records, agreements, certificates, instruments and such other documents as the Acquiring Fund shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions: 7.1 The Target Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Trust’s Chief Administrative Officer or any Vice President, in a form reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the All representations, covenants, and warranties of the Trust, on behalf of the Target Fund, made Selling Fund contained in this Agreement are shall be true and correct in all material respects as of the Closingdate hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Selling Fund shall have delivered to the ClosingAcquiring Fund a certificate executed in the Selling Fund's name by the Trust's President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of such Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 The Target Selling Fund shall have delivered to the Acquiring Fund a statement of the Target Selling Fund’s 's assets and liabilities, together with a list of the Target Selling Fund’s 's portfolio securities showing the tax basis costs of such securities by lot and the holding periods of such securities, as of the ClosingClosing Date, certified by the Controller or Treasurer of the Trust. 7.3 The Target Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code). 7.4 The Target Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Target Fund prior to or at the Closing. 7.5 The Target Selling Fund shall have delivered to the Acquiring Fund such recordsa certificate executed in the Selling Fund's name by the Trust's President or Vice President and the Treasurer or Assistant Treasurer, agreements, certificates, instruments in form and such other documents as substance satisfactory to the Acquiring Fund shall reasonably requestand dated as of such Closing Date, covering the following points: (a) The Selling Fund is a legally designated, separate series of the Trust, and the Trust is a voluntary association, duly organized and validly existing under the laws of the State of Delaware, which has the power to own all of its properties and assets and to carry on its business as presently conducted. (b) The Trust is registered as an open-end investment company under the 1940 Act, and such registration under the 1940 Act is in full force and effect. (c) This Agreement has been duly authorized, executed and delivered by the Trust on behalf of the Selling Fund and, assuming due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquiring Fund, is a valid and binding obligation of the Selling Fund enforceable against the Selling Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles. (d) Assuming that consideration of not less than the net asset value of Selling Fund Shares has been paid, and assuming that such shares were issued in accordance with the terms of the Selling Fund's registration statement, or any amendment thereto, in effect at the time of such issuance, all issued and outstanding shares of the Selling Fund are legally issued and fully paid and non-assessable, and no Selling Fund Shareholder has any preemptive rights with respect to the Selling Fund's shares. (e) No consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Selling Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act. (f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the Trust's Trust Instrument (assuming shareholder approval has been obtained) or By-laws, or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking to which the Selling Fund is a party or by which it or any of its properties may be bound.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject subject, at the Acquiring Fund’s election, to the fulfillment or waiver of the following conditions: 7.1 (a) The Target Fund shall have delivered furnished to the Acquiring Fund a statement of assets, liabilities and capital, together with a schedule of investments with their respective dates of acquisition and tax costs, certified on the Closing Date its behalf by its President or any Vice President and its Treasurer, and a certificate executed by both such officers, dated the Effective Date, certifying that there has been no material adverse change in its name financial position since June 30, 2019, other than changes in its portfolio securities since that date or changes in the market value of its portfolio securities. (b) The Fund shall have furnished to the Acquiring Fund a certificate signed by the Trust’s Chief Administrative Officer its President, Treasurer or any Vice President, in a form reasonably satisfactory to dated the Acquiring Fund and dated Effective Date, certifying that as of the Closing Effective Date, to the effect that the representations, covenants, all representations and warranties of the Trust, on behalf of the Target Fund, made in this Agreement are true and correct in all material respects as if made at and as of such date and each has complied with all of the Closing, agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such dates. 6.2 There shall be no material litigation pending with respect to the matters contemplated by this Agreement. 6.3 All proceedings taken by the Fund and its counsel in connection with the same force Reorganization and effect as if made as of the Closing, all documents incidental thereto shall be satisfactory in form and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 The Target Fund shall have delivered substance to the Acquiring Fund a statement of the Target Fund’s assets and liabilities, together with a list of the Target Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Controller or Treasurer of the Trust. 7.3 The Target 6.4 Prior to the Effective Date, the Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all previous such distributions qualifying for the dividends-paid deduction, shall have the effect of distributing to its shareholders at least stockholders, in distributions qualifying for the dividends-paid deduction, (i) all of the Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paidpaid as defined in Section 852 of the Code), if any, plus (ii) all of the excess of its the Fund’s interest income excludible excludable from gross income under Section 103(a) 103 of the Code, if any, Code over its the Fund’s deductions disallowed under Sections 265 and 171(a)(2) 171 of the Code Code, and (iii) all of the Fund’s net capital gain, in each case for all its taxable periods year beginning on January 1, 2019 and ending on or before the Closing Effective Date and all of its net capital gains realized in all any prior taxable periods ending on year to the extent such dividend or before the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Target Fund dividends are eligible to be treated as paid tax during such prior year under Section 852(b)(3)(A855(a) of the Code). 7.4 6.5 The Target Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Target Fund prior to or at the Closing. 7.5 The Target Fund Fund’s custodian shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Fund held or maintained by such records, agreements, certificates, instruments and such other documents custodian as of the Valuation Time. 6.6 The Fund’s transfer agent shall have provided to the Acquiring Fund shall reasonably request(i) the originals or true copies of all of the records of the Fund in the possession of such transfer agent as of the Effective Date, (ii) a certificate setting forth the number of shares of Fund Common Stock outstanding as of the Valuation Time, and (iii) the name and address of each holder of record of any shares and the number of shares held of record by each such stockholder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject subject, at its election, to the fulfillment performance by the Target Fund of all the obligations to be performed by it hereunder on or waiver of before the Closing Date and, in addition thereto, the following conditions: 7.1 6.1 All representations and warranties of the Target Trust, on behalf of the Target Fund, contained in this Agreement 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. 6.2 The Target Trust shall have delivered to the Acquiring Fund a statement of the Target Fund’s assets and known liabilities, together with a list of the Target Fund’s assets showing the tax basis of such assets by lot and the holding periods of such assets, as of the Closing Date, certified by the Teucrium Sponsor’s Chief Financial Officer. 6.3 The Target Trust shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its the Target Trust’s name by the TrustTeucrium Sponsor’s President or Chief Administrative Executive Officer or any Vice Presidentand its Chief Financial Officer, in a form reasonably and substance satisfactory to the Acquiring Fund and dated as of the Closing DateFund, to the effect that the representations, covenants, representations and warranties of the Target Trust, on behalf of the Target Fund, made in this Agreement are true and correct in all material respects at and as of the ClosingClosing Date, with except as they may be affected by the same force and effect as if made as of the Closingtransactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 6.4 The Acquiring Trust shall have provided the Target Trust with an opportunity to review and comment on all drafts (including final drafts) of all regulatory filings to be submitted to the SEC, the CFTC and the NFA. The Target Fund Trust shall have delivered endeavor to review and comment on each such document in a commercially reasonable period of time. For the avoidance of doubt, such documents shall include the Registration Statement, the registration statement for the Acquiring Trust on Form S-1 (including all exhibits thereto), press releases and Forms 8-K, the opinion described in Section 8.6 below and the opinion that all issued and outstanding Target Fund a statement Shares at the Closing Date, upon the consummation of the Merger, will be duly and validly issued and outstanding, fully paid and non-assessable by the Target Fund’s assets and liabilities, together with a list of the Target Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Controller or Treasurer of the Trust. 7.3 The Target Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code). 7.4 The Target Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Target Fund prior to or at the Closing. 7.5 The Target Fund shall have delivered to the Acquiring Fund such records, agreements, certificates, instruments and such other documents as the Acquiring Fund shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions: 7.1 The Target All representations, covenants, and warranties of each Selling Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. Each Selling Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its the Selling Fund’s name by the TrustSelling Fund’s Chief Administrative Officer or any Vice PresidentPresident and Treasurer, in a form reasonably and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the such effect that the representations, covenants, and warranties of the Trust, on behalf of the Target Fund, made in this Agreement are true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing, and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 The Target Each Selling Fund shall have delivered to the Acquiring Fund a statement of the Target Selling Fund’s assets and liabilities, together with a list of the Target Selling Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the ClosingClosing Date, certified by the Controller or Treasurer of the TrustSelling Fund. 7.3 The Target Acquiring Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Fund’s investment company taxable income for all taxable periods ending received on or before the Closing Date (computed without regard to any deduction for dividends paid)an opinion from Arent Fox LLP, if any, plus the excess of its interest income excludible from gross income under Section 103(a) dated as of the CodeClosing Date, if anywith respect to each Selling Fund, over its deductions disallowed under Sections 265 substantially in the form of Schedule C. Such opinion shall be based on customary assumptions and 171(a)(2) such representations as Arent Fox LLP may reasonably request of the Code for all taxable periods ending on or before Funds, and the Closing Date Selling Funds and all the Acquiring Fund will cooperate to make and certify the accuracy of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code)such representations. 7.4 The Target Fund shall have performed and complied in all material respects with all termsAs of the Closing Date, conditions, covenants, obligations, agreements and restrictions required by this Agreement the assets of the Selling Funds to be performed or complied with acquired by the Target Fund prior to or at the Closing. 7.5 The Target Fund shall have delivered to the Acquiring Fund such records, agreements, certificates, instruments and such other documents as will include no assets which the Acquiring Fund shall reasonably requestidentifies to the particular Selling Fund as being unsuitable for the Acquiring Fund to acquire by reason of limitations in the Acquiring Fund’s Articles of Incorporation or Bylaws, or of investment restrictions disclosed in the Registration Statement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject subject, at the Acquiring Fund’s election, to the fulfillment or waiver of the following conditions: 7.1 (a) The Target Fund shall have delivered furnished to the Acquiring Fund a statement of assets, liabilities and capital, together with a schedule of investments with their respective dates of acquisition and tax costs, certified on the Closing Date its behalf by its President or any Vice President and its Treasurer, and a certificate executed by both such officers, dated the Effective Date, certifying that there has been no material adverse change in its name financial position since December 31, 2013, other than changes in its portfolio securities since that date or changes in the market value of its portfolio securities. (b) The Fund shall have furnished to the Acquiring Fund a certificate signed by the Trust’s Chief Administrative Officer its President, Treasurer or any Vice President, in a form reasonably satisfactory to dated the Acquiring Fund and dated Effective Date, certifying that as of the Closing Effective Date, to the effect that the representations, covenants, all representations and warranties of the Trust, on behalf of the Target Fund, made in this Agreement are true and correct in all material respects as if made at and as of such date and each has complied with all of the Closing, agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such dates. 6.2 There shall be no material litigation pending with respect to the matters contemplated by this Agreement. 6.3 All proceedings taken by the Fund and its counsel in connection with the same force Merger and effect as if made as of the Closing, all documents incidental thereto shall be satisfactory in form and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 The Target Fund shall have delivered substance to the Acquiring Fund a statement of the Target Fund’s assets and liabilities, together with a list of the Target Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Controller or Treasurer of the Trust. 7.3 The Target 6.4 Prior to the Effective Date, the Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all such previous such dividends, shall have the effect of distributing to its shareholders at least substantially all of the Target Fund’s its investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess ) all of its interest net tax-exempt income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized gain, in all each case for its taxable periods year ended [December 31, 2013] and the short taxable year beginning on [January 1, 2014] and ending on or before the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code)Effective Date. 7.4 6.5 The Target Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Target Fund prior to or at the Closing. 7.5 The Target Fund Fund’s custodian shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Fund held or maintained by such records, agreements, certificates, instruments and such other documents custodian as of the Valuation Time. 6.6 The Fund’s transfer agent shall have provided to the Acquiring Fund shall reasonably request(i) the originals or true copies of all of the records of the Fund in the possession of such transfer agent as of the Effective Date, (ii) a certificate setting forth the number of shares of Fund Common Stock outstanding as of the Valuation Time, and (iii) the name and address of each holder of record of any shares and the number of shares held of record by each such shareholder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject subject, at the Acquiring Fund’s election, to the fulfillment or waiver of the following conditions: 7.1 (a) The Target Fund shall have delivered furnished to the Acquiring Fund a statement of assets, liabilities and capital, together with a schedule of investments with their respective dates of acquisition and tax costs, certified on the Closing Date its behalf by its President or any Vice President and its Treasurer, and a certificate executed by both such officers, dated the Effective Date, certifying that there has been no material adverse change in its name financial position since June 30, 2017, other than changes in its portfolio securities since that date or changes in the market value of its portfolio securities. (b) The Fund shall have furnished to the Acquiring Fund a certificate signed by the Trust’s Chief Administrative Officer its President, Treasurer or any Vice President, in a form reasonably satisfactory to dated the Acquiring Fund and dated Effective Date, certifying that as of the Closing Effective Date, to the effect that the representations, covenants, all representations and warranties of the Trust, on behalf of the Target Fund, made in this Agreement are true and correct in all material respects as if made at and as of such date and each has complied with all of the Closing, agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to such dates. 6.2 There shall be no material litigation pending with respect to the matters contemplated by this Agreement. 6.3 All proceedings taken by the Fund and its counsel in connection with the same force Reorganization and effect as if made as of the Closing, all documents incidental thereto shall be satisfactory in form and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 The Target Fund shall have delivered substance to the Acquiring Fund a statement of the Target Fund’s assets and liabilities, together with a list of the Target Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Controller or Treasurer of the Trust. 7.3 The Target 6.4 Prior to the Effective Date, the Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all previous such distributions qualifying for the dividends-paid deduction, shall have the effect of distributing to its shareholders at least stockholders, in distributions qualifying for the dividends-paid deduction, (i) all of the Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paidpaid as defined in Section 852 of the Code), if any, plus (ii) all of the excess of its the Fund’s interest income excludible excludable from gross income under Section 103(a) 103 of the Code, if any, Code over its the Fund’s deductions disallowed under Sections 265 and 171(a)(2) 171 of the Code Code, and (iii) all of the Fund’s net capital gain, in each case for all its taxable periods year beginning on January 1, 2018 and ending on or before the Closing Effective Date and all of its net capital gains realized in all any prior taxable periods ending on year to the extent such dividend or before the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Target Fund dividends are eligible to be treated as paid tax during such prior year under Section 852(b)(3)(A855(a) of the Code). 7.4 6.5 The Target Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Target Fund prior to or at the Closing. 7.5 The Target Fund Fund’s custodian shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Fund held or maintained by such records, agreements, certificates, instruments and such other documents custodian as of the Valuation Time. 6.6 The Fund’s transfer agent shall have provided to the Acquiring Fund shall reasonably request(i) the originals or true copies of all of the records of the Fund in the possession of such transfer agent as of the Effective Date, (ii) a certificate setting forth the number of shares of Fund Common Stock outstanding as of the Valuation Time, and (iii) the name and address of each holder of record of any shares and the number of shares held of record by each such stockholder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions: 7.1 The Target Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the TrustCorporation’s Chief Administrative Officer President or any Vice PresidentPresident and the Controller or Treasurer, in a form reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations, covenants, and warranties of the Trust, on behalf of the Target Fund, made in this Agreement are true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing, and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 The Target Fund shall have delivered to the Acquiring Fund a statement of the Target Fund’s assets and liabilities, together with a list of the Target Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Controller or Treasurer of the TrustCorporation. 7.3 The Target Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Target Fund’s investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and all of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code). 7.4 The Target Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Target Fund prior to or at the Closing. 7.5 The Target Fund shall have delivered to the Acquiring Fund such records, agreements, certificates, instruments and such other documents as the Acquiring Fund shall reasonably request.