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

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND. The obligations of the Selling Fund under this Agreement shall be subject to the following conditions: 1. All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. 2. The Selling Corporation shall have received an opinion of Godfrey & Kahn, X.X., couxxxx to both Funds, regarding the transaction, in form reasonably satisfactory to the Selling Corporation, and dated as of the Effective Time, to the effect that: (a) the Acquiring Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin; (b) the shares of the Acquiring Fund issued and outstanding at the Effective Time are duly authorized and validly issued, fully paid and non-assessable, except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor statute, and the Acquiring Fund Shares to be delivered to the Selling Fund, as provided for by this Agreement, are duly authorized and upon delivery pursuant to the terms of this Agreement, will be validly issued, fully paid, and non-assessable, except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor statute, and no shareholder of the Acquiring Fund has any option, warrant or preemptive right to subscription or purchase in respect thereof based on a review of the Acquiring Corporation's Amended and Restated Articles of Incorporation and Bylaws and otherwise to such counsel's knowledge; (c) the Board of Directors of the Acquiring Corporation has duly authorized the Acquiring Fund as a class of common stock of the Acquiring Corporation pursuant to the terms of the Amended and Restated Articles of Incorporation of the Acquiring Corporation; (d) this Agreement has been duly authorized, executed and delivered by the Acquiring Corporation and represents a valid and binding contract of the Acquiring Corporation, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and other similar laws of general applicability related to or affecting creditors' rights and to general equity principles; provided, however, that no opinion need be expressed with respect to provisions of this Agreement relating to indemnification nor with respect to provisions of this Agreement intended to limit liability for particular matters to the Acquiring Fund and its assets; (e) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated by this Agreement will not, violate the Amended and Restated Articles of Incorporation or Bylaws of the Acquiring Corporation or any material agreement known to such counsel to which the Acquiring Corporation is a party or by which it is bound; (f) to the knowledge of such counsel, no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Xxx, xxxxx xxxxxxxxxx xxxx, the 1940 Act, and the rules and regulations under those statutes; and (g) the Acquiring Corporation is registered as an investment company under the 1940 Act and such registration with the SEC as an investment company under the 1940 Act is in full force and effect. Such opinion: (a) shall state that while such counsel have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness, or fairness of any portion of the Form N-14 Registration Statement relating to the Reorganization or any amendment thereof or supplement thereto, they have generally reviewed and discussed certain information included therein with respect to the Acquiring Fund and the Acquiring Corporation with certain officers of the Acquiring Corporation and that in the course of such review and discussion no facts came to the attention of such counsel which caused them to believe that, on the respective effective or clearance dates of the Form N-14 Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to information with respect to the Acquiring Corporation and the Acquiring Fund, the Form N-14 Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) shall state that such counsel does not express any opinion or belief as to the financial statements, other financial data, statistical data, or information relating to the Acquiring Corporation or the Acquiring Fund contained or incorporated by reference in the Form N-14 Registration Statement; and (c) shall state that such opinion is solely for the benefit of the Selling Corporation and its Board of Directors and officers. In giving such opinion, Godfrey & Kahn, S.X. xxx rexx xpon officers' certificates and certificates of public officials. 3. After giving effect to the transactions contemplated by this Agreement, the Acquiring Fund on the Closing Date will be in compliance with Rule 2a-7 under the 1940 Act.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND. The obligations of the Selling Fund under this Agreement shall be subject to the following conditions: 1. (a) All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. 2. The Selling Corporation (b) Strong Balanced Stock Fund, Inc. shall have received an opinion of Godfrey & Kahn, X.X., couxxxx counsel to both Funds, regarding the transaction, in form reasonably satisfactory to the Selling CorporationStrong Balanced Stock Fund, Inc., and dated as of the Effective Time, to the effect that: (a1) the Acquiring Corporation Strong Balanced Fund, Inc. is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Wisconsin; (b2) the shares of the Acquiring Fund issued and outstanding at the Effective Time are duly authorized and validly issued, fully paid paid, and non-assessableassessable by Strong Balanced Fund, Inc., except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or Statutes (including judicial interpretations thereof and any successor statuteto said section 180.0622(2)(b)), and the Acquiring Fund Shares to be delivered to the Selling Fund, as provided for by this Agreement, are duly authorized and upon delivery pursuant to the terms of this Agreement, will be validly issued, fully paid, and non-assessableassessable by Strong Balanced Fund, Inc., except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or Statutes (including judicial interpretations thereof and any successor statuteto said section 180.0622(2)(b)), and no shareholder of the Acquiring Fund has any option, warrant warrant, or preemptive right to subscription or purchase in respect thereof based on a review of the Acquiring CorporationStrong Balanced Fund, Inc.'s Amended and Restated Articles of Incorporation and Bylaws and otherwise to such counsel's knowledge; (c3) the Board of Directors of the Acquiring Corporation Strong Balanced Fund, Inc. has duly authorized the Acquiring Fund as a class of common stock of the Acquiring Corporation Strong Balanced Fund, Inc. pursuant to the terms of the Amended and Restated Articles of Incorporation of the Acquiring CorporationStrong Balanced Fund, Inc.; (d4) this Agreement has been duly authorized, executed executed, and delivered by the Acquiring Corporation Strong Balanced Fund, Inc. and represents a valid and binding contract of the Acquiring CorporationStrong Balanced Fund, Inc., enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and other similar laws of general applicability related to or affecting creditors' rights and to general equity principles; provided, however, that no opinion need be expressed with respect to provisions of this Agreement relating to indemnification nor with respect to provisions of this Agreement intended to limit liability for particular matters to the Acquiring Fund and its assets; (e5) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated by this Agreement will not, violate the Amended and Restated Articles of Incorporation or Bylaws of the Acquiring Corporation Strong Balanced Fund, Inc. or any material agreement known to such counsel to which the Acquiring Corporation Strong Balanced Fund, Inc. is a party or by which it is bound; (f6) to the knowledge of such counsel, no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 XxxAct, xxxxx xxxxxxxxxx state secxxxxxxx xxxx, the xhe 1940 Act, and as amended, and, the rules and regulations under those statutes; and (g7) the Acquiring Corporation Strong Balanced Fund, Inc. is registered as an investment company under the 1940 Act and such registration with the SEC as an investment company under the 1940 Act is in full force and effect. Such opinion: (ai) shall state that while such counsel have has not verified, and are is not passing upon and do does not assume responsibility for, the accuracy, completeness, or fairness of any portion of the Form N-14 Registration Statement relating to the Reorganization or any amendment thereof or supplement thereto, they have it has generally reviewed and discussed certain information included therein with respect to the Acquiring Fund and the Acquiring Corporation Strong Balanced Fund, Inc. with certain officers of the Acquiring Corporation Strong Balanced Fund, Inc. and that in the course of such review and discussion no facts came to the attention of such counsel which caused them it to believe that, on the respective effective or clearance dates of the Form N-14 Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to information with respect to the Acquiring Corporation Strong Balanced Fund, Inc. and the Acquiring Fund, the Form N-14 Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (bii) shall state that such counsel does not express any opinion or belief as to the financial statements, other financial data, statistical data, or information relating to the Acquiring Corporation Strong Balanced Fund, Inc. or the Acquiring Fund contained or incorporated by reference in the Form N-14 Registration Statement; and (ciii) shall state that such opinion is solely for the benefit of the Selling Corporation Strong Balanced Stock Fund, Inc. and its Board of Directors and officers. In giving such opinion, Godfrey & Kahn, S.X. xxx rexx xpon counsel may rely upon officers' certificates and certificates of public officials. 3. After giving effect to the transactions contemplated by this Agreement, the Acquiring Fund on the Closing Date will be in compliance with Rule 2a-7 under the 1940 Act.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND. The obligations of the Selling Fund under this Agreement shall be subject to the following conditions: 1. All (a) all representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. 2. The (b) the Selling Corporation shall have received an opinion of Godfrey & Kahn, X.X., couxxxx counsel to both Funds, regarding the transaction, in form reasonably satisfactory to the Selling Corporation, and dated as of the Effective Time, to the effect that: (a1) the Acquiring Corporation is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Wisconsin; (b2) the shares of the Acquiring Fund issued and outstanding at the Effective Time are duly authorized and validly issued, fully paid paid, and non-assessable, assessable by the Acquiring Corporation except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or including any judicial interpretations thereof and any successor statute, and the Acquiring Fund Shares to be delivered to the Selling Fund, as provided for by this Agreement, are duly authorized and upon delivery pursuant to the terms of this Agreement, will be validly issued, fully paid, and non-assessable, assessable by the Acquiring Corporation except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or including any judicial interpretations thereof and any successor statute, and no shareholder of the Acquiring Fund has any option, warrant warrant, or preemptive right to subscription or purchase in respect thereof based on a review of the Acquiring Corporation's Amended and Restated Articles of Incorporation and Bylaws and otherwise to such counsel's knowledge; (c3) the Board of Directors of the Acquiring Corporation has duly authorized the Acquiring Fund as a class of common stock of the Acquiring Corporation pursuant to the terms of the Amended and Restated Articles of Incorporation of the Acquiring Corporation; (d4) this Agreement has been duly authorized, executed executed, and delivered by the Acquiring Corporation and represents a valid and binding contract of the Acquiring Corporation, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and other similar laws of general applicability related to or affecting creditors' rights and to general equity principles; provided, however, that no opinion need be expressed with respect to provisions of this Agreement relating to indemnification nor with respect to provisions of this Agreement intended to limit liability for particular matters to the Acquiring Fund and its assets; (e5) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated by this Agreement will not, violate the Amended and Restated Articles of Incorporation or Bylaws of the Acquiring Corporation or any material agreement known to such counsel to which the Acquiring Corporation is a party or by which it is bound; (f6) to the knowledge of such counsel, no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 XxxAct, xxxxx state xxxxxxxxxx xxxx, the 1940 Act, and as amended, and, the rules and regulations under those statutes; and (g7) the Acquiring Corporation is registered as an investment company under the 1940 Act and such registration with the SEC as an investment company under the 1940 Act is in full force and effect. Such opinion: (ai) shall state that while such counsel have has not verified, and are is not passing upon and do does not assume responsibility for, the accuracy, completeness, or fairness of any portion of the Form N-14 Registration Statement relating to the Reorganization or any amendment thereof or supplement thereto, they have it has generally reviewed and discussed certain information included therein with respect to the Acquiring Fund and the Acquiring Corporation with certain officers of the Acquiring Corporation and that in the course of such review and discussion no facts came to the attention of such counsel which caused them it to believe that, on the respective effective or clearance dates of the Form N-14 Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to information with respect to the Acquiring Corporation and the Acquiring Fund, the Form N-14 Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (bii) shall state that such counsel does not express any opinion or belief as to the financial statements, other financial data, statistical data, or information relating to the Acquiring Corporation or the Acquiring Fund contained or incorporated by reference in the Form N-14 Registration Statement; and (ciii) shall state that such opinion is solely for the benefit of the Selling Corporation and its Board of Directors and officers. In giving such opinion, Godfrey & Kahn, S.X. xxx rexx xpon counsel may rely upon officers' certificates and certificates of public officials. 3. After giving effect to the transactions contemplated by this Agreement, the Acquiring Fund on the Closing Date will be in compliance with Rule 2a-7 under the 1940 Act.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND. The obligations of the Selling Fund under this Agreement shall be subject to the following conditions: 1. (a) All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. 2. (b) The Selling Corporation Fund shall have received an opinion of Godfrey Xxxxxxx & KahnXxxx, X.X.S.C., couxxxx counsel to both Funds, regarding the transaction, in form reasonably satisfactory to the Selling CorporationFund, and dated as of the Effective Time, to the effect that: (a1) the Acquiring Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin; (b2) the shares of the Acquiring Fund issued and outstanding at the Effective Time are duly authorized and validly issued, fully paid and non-assessablenon- assessable by the Acquiring Corporation, except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor statute, and the Acquiring Fund Shares to be delivered to the Selling Fund, as provided for by this Agreement, are duly authorized and upon delivery pursuant to the terms of this Agreement, will be validly issued, fully paid, and non-assessableassessable by the Acquiring Corporation, except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor statute, and no shareholder of the Acquiring Fund has any option, warrant or preemptive right to subscription or purchase in respect thereof based on a review of the Acquiring Corporation's Amended and Restated Articles of Incorporation and Bylaws By-laws and otherwise to such counsel's knowledge; (c3) the Board of Directors of the Acquiring Corporation has duly authorized the Acquiring Fund as a class of common stock of the Acquiring Corporation pursuant to the terms of the Amended and Restated Articles of Incorporation of the Acquiring Corporation; (d4) this Agreement has been duly authorized, executed and delivered by the Acquiring Corporation and represents a valid and binding contract of the Acquiring Corporation, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and other similar laws of general applicability related to or affecting creditors' rights and to general equity principles; provided, however, that no opinion need be expressed with respect to provisions of this Agreement relating to indemnification nor with respect to provisions of this Agreement intended to limit liability for particular matters to the Acquiring Fund and its assets; (e5) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated by this Agreement will not, violate the Amended and Restated Articles of Incorporation or Bylaws of the Acquiring Corporation or any material agreement known to such counsel to which the Acquiring Corporation is a party or by which it is bound; (f6) to the knowledge of such counsel, counsel no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 0000 Xxx, xxxxx xxxxxxxxxx xxxxsecurities laws, the 1940 Act, and the rules and regulations under those statutesstatutes and such as may be required under state securities laws, rules and regulations; and (g7) the Acquiring Corporation is registered as an investment company under the 1940 Act and such registration with the SEC as an investment company under the 1940 Act is in full force and effect. Such opinion: (a) shall state that while such counsel have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness, or fairness of any portion of the Form N-14 Registration Statement relating to the Reorganization or any amendment thereof or supplement thereto, they have generally reviewed and discussed certain information included therein with respect to the Acquiring Fund and the Acquiring Corporation with certain officers of the Acquiring Corporation and that in the course of such review and discussion no facts came to the attention of such counsel which caused them to believe that, on the respective effective or clearance dates of the Form N-14 Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to information with respect to the Acquiring Corporation and the Acquiring Fund, the Form N-14 Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) shall state that such counsel does not express any opinion or belief as to the financial statements, other financial data, statistical data, or information relating to the Acquiring Corporation or the Acquiring Fund contained or incorporated by reference in the Form N-14 Registration Statement; and (c) shall state that such opinion is solely for the benefit of the Selling Corporation Fund and its Board of Directors and officers. In giving such opinion, Godfrey Xxxxxxx & KahnXxxx, S.X. xxx rexx xpon S.C. may rely upon officers' certificates and certificates of public officials. 3. After giving effect to the transactions contemplated by this Agreement, the Acquiring Fund on the Closing Date will be in compliance with Rule 2a-7 under the 1940 Act.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLING FUND. The obligations of the Selling Fund under this Agreement shall be subject to the following conditions: 1. (a) All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. 2. The Selling Corporation (b) Strong Common Stock Fund, Inc. shall have received an opinion of Godfrey & Kahn, X.X.S.C., couxxxx counsel to both FundsXxxxx, regarding rexxxxing the transaction, in form reasonably satisfactory to the Selling CorporationStrong Common Stock Fund, Inc., and dated as of the Effective Time, to the effect that: (a1) the Acquiring Corporation Strong Opportunity Fund, Inc. is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Wisconsin; (b2) the shares of the Acquiring Fund issued and outstanding at the Effective Time are duly authorized and validly issued, fully paid paid, and non-assessableassessable by Strong Opportunity Fund, Inc., except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor statute, and the Acquiring Fund Shares to be delivered to the Selling Fund, as provided for by this Agreement, are duly authorized and upon delivery pursuant to the terms of this Agreement, will be validly issued, fully paid, and non-assessableassessable by Strong Opportunity Fund, Inc., except to the extent provided in Section 180.0622(2)(b) of the Wisconsin Statutes, or any successor statute, and no shareholder of the Acquiring Fund has any option, warrant warrant, or preemptive right to subscription or purchase in respect thereof based on a review of the Acquiring CorporationStrong Opportunity Fund, Inc.'s Amended and Restated Articles of Incorporation and Bylaws and otherwise to such counsel's knowledge; (c3) the Board of Directors of the Acquiring Corporation Strong Opportunity Fund, Inc. has duly authorized the Acquiring Fund as a class of common stock of the Acquiring Corporation Strong Opportunity Fund, Inc. pursuant to the terms of the Amended and Restated Articles of Incorporation of the Acquiring CorporationStrong Opportunity Fund, Inc.; (d4) this Agreement has been duly authorized, executed executed, and delivered by the Acquiring Corporation Strong Opportunity Fund, Inc. and represents a valid and binding contract of the Acquiring CorporationStrong Opportunity Fund, Inc., enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, and other similar laws of general applicability related to or affecting creditors' rights and to general equity principles; provided, however, that no opinion need be expressed with respect to provisions of this Agreement relating to indemnification nor with respect to provisions of this Agreement intended to limit liability for particular matters to the Acquiring Fund and its assets; (e5) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated by this Agreement will not, violate the Amended and Restated Articles of Incorporation or Bylaws of the Acquiring Corporation Strong Opportunity Fund, Inc. or any material agreement known to such counsel to which the Acquiring Corporation Strong Opportunity Fund, Inc. is a party or by which it is bound; (f6) to the knowledge of such counsel, no consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, state securities laws, xxx 0000 Xxx, xxxxx xxxxxxxxxx xxxxas amended, the 1940 Actand, and the rules and regulations under those statutes; and (g7) the Acquiring Corporation Strong Opportunity Fund, Inc. is registered as an investment company under the 1940 Act and such registration with the SEC as an investment company under the 1940 Act is in full force and effect. Such opinion: (ai) shall state that while such counsel have has not verified, and are is not passing upon and do does not assume responsibility for, the accuracy, completeness, or fairness of any portion of the Form N-14 Registration Statement relating to the Reorganization or any amendment thereof or supplement thereto, they have it has generally reviewed and discussed certain information included therein with respect to the Acquiring Fund and the Acquiring Corporation Strong Opportunity Fund, Inc. with certain officers of the Acquiring Corporation Strong Opportunity Fund, Inc. and that in the course of such review and discussion no facts came to the attention of such counsel which caused them it to believe that, on the respective effective or clearance dates of the Form N-14 Registration Statement and any amendment thereof or supplement thereto and only insofar as they relate to information with respect to the Acquiring Corporation Strong Opportunity Fund, Inc. and the Acquiring Fund, the Form N-14 Registration Statement or any amendment thereof or supplement thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (bii) shall state that such counsel does not express any opinion or belief as to the financial statements, other financial data, statistical data, or information relating to the Acquiring Corporation Strong Opportunity Fund, Inc. or the Acquiring Fund contained or incorporated by reference in the Form N-14 Registration Statement; and (ciii) shall state that such opinion is solely for the benefit of the Selling Corporation Strong Common Stock Fund, Inc. and its Board of Directors and officers. In giving such opinion, Godfrey & Kahn, S.X. xxx rexx xpon officersS.C. may rely upon xxxxxers' certificates xxxtificates and certificates of public officials. 3. After giving effect to the transactions contemplated by this Agreement, the Acquiring Fund on the Closing Date will be in compliance with Rule 2a-7 under the 1940 Act.