Common use of Public Funds Clause in Contracts

Public Funds. Subject in each case to the requirements of Applicable Law and the fiduciary duties of the Company Entities and each Public Fund Board, (i) With respect to each U.S. Public Fund and the U.S. Public Fund Board thereof, Seller shall use its reasonable best efforts, or cause the Company Entities to use their reasonable best efforts, (A) to request, as promptly as practical following the date of this Agreement, such U.S. Public Fund Board to approve (and to recommend that the shareholders of such U.S. Public Fund approve) a new Investment Advisory Agreement with the relevant Company Entity, to be effective at the Closing, containing terms, taken as a whole, that are substantially comparable to the terms of the existing Investment Advisory Agreement between such U.S. Public Fund and the relevant Company Entity; (B) to request, as promptly as practical following receipt of the approval and recommendation described in clause (A) above, such U.S. Public Fund Board to call a special meeting of the shareholders of such U.S. Public Fund to be held as promptly as reasonably practical for the purpose of voting upon a proposal to approve (in the requisite manner) such new Investment Advisory Agreement; (C) to prepare and to file (or to cause to be prepared and filed) with the SEC and all other applicable Governmental Authorities, as promptly as practical following receipt of the approval and recommendation described in clause (A) above, all registration statements and proxy solicitation materials required to be distributed to the shareholders of such U.S. Public Fund with respect to the actions recommended for shareholder approval by such U.S. Public Fund Board and to mail (or to cause to be mailed) such proxy solicitation materials as promptly as practical after clearance thereof by the SEC (if applicable); and (D) to submit (or to request such U.S. Public Fund Board to submit), as promptly as practical following the mailing of the proxy materials to the shareholders of such U.S. Public Fund for a vote at a shareholders meeting the proposal described in clause (B) above. (ii) With respect to each Public Fund other than a U.S. Public Fund, Seller shall use its reasonable best efforts, or shall cause the Company to use its reasonable best efforts, to obtain, in accordance with Applicable Law and as promptly as practical following the date of this Agreement, such approvals, consents or other actions, if any, by the boards of directors or comparable governing bodies, regulating or self-regulating authorities or shareholders required by Applicable Law or the arrangements governing such Public Fund so that after the Closing a Company Entity may continue managing such Public Fund on terms, taken as a whole, that are substantially comparable to the terms of the existing Investment Advisory Agreement between such Public Fund and the applicable Company Entity. (iii) Buyer and Seller agree that (A) a U.S. Public Fund shall be deemed to have consented for all purposes under this Agreement to the continued management of such U.S. Public Fund by a Company Entity following the Closing, if a new Investment Advisory Agreement has been approved by the U.S. Public Fund Board and the shareholders of such U.S. Public Fund in the manner contemplated by clauses (i)(A)-(D) of this subsection (a); and (B) a Public Fund other than a U.S. Public Fund shall be deemed to have consented for all purposes under this Agreement to the continued management of such Public Fund by a Company Entity following the Closing if the consents and approvals described in clause (ii) of this subsection (a) shall have been obtained, unless, for purposes of both clauses (A) and (B), at any time prior to the Closing the respective Public Fund Board notifies any Company Entity, in writing, that such Public Fund has terminated its existing, interim or new Investment Advisory Agreement prior to or following the Closing (which termination is recorded as such in the Company’s internal reporting systems in the ordinary course consistent with past practices), and such termination has not been revoked (as recorded in the Company’s internal reporting systems in the ordinary course consistent with past practices). (iv) Seller agrees that the information that is contained in the proxy materials/prospectus to be furnished to the shareholders of any Public Fund (other than information that is or will be provided by or on behalf of Buyer or its Affiliates specifically for inclusion in such proxy materials/prospectus) to the extent shareholder approval is required under Applicable Law or the applicable Investment Advisory Agreement for the purpose of providing consent or approving any interim or new Investment Advisory Agreement will not contain, at the time the proxy materials/prospectus are first mailed to the shareholders of any Public Fund or at the time of the meeting thereof, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in the proxy materials/prospectus to be furnished to the shareholders of any Public Fund to the extent shareholder approval is required under Applicable Law or the applicable Investment Advisory Agreement for the purpose of providing consent or approving any interim or new Investment Advisory Agreement will not contain, at the time the proxy materials/prospectus are first mailed to the shareholders of any Public Fund or at the time of the meeting thereof, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Seller and Buyer shall have the right to review in advance and to approve (such approval not to be unreasonably withheld) all the information relating to it and any of its Affiliates proposed to appear in any registration statement or proxy statement or any amendment or supplement thereto submitted to the SEC or such other applicable Governmental Authority in connection with the transactions contemplated by this Agreement.

Public Funds. Subject in each case to the requirements of Applicable Law and the fiduciary duties of the Company Entities MLIM Companies and each the U.S. MLIM Public Fund BoardBoards, (i) With respect to each U.S. Public Fund and the U.S. Public Fund Board thereof, Seller MLIM Parent shall use its reasonable best effortsefforts to, or use its reasonable best efforts to cause the Company Entities to use their reasonable best effortsMLIM Companies to, in accordance with Applicable Law, (A) to request, as promptly as practical practicable following the date hereof, obtain the approval of this Agreement, such each U.S. MLIM Public Fund Board to approve (and to recommend that the shareholders of such U.S. Public Fund approve) a new Investment Advisory Agreement with the relevant Company EntityArrangement, to be effective at the Closing, containing terms, taken as a whole, that are substantially comparable no less favorable to the MLIM Companies than the terms of the existing Investment Advisory Agreement Arrangement between such U.S. MLIM Public Fund and the relevant Company Entity; MLIM Companies, (B) to request, as promptly as practical practicable following receipt of the approval and recommendation described in clause (A) above, such cause each U.S. MLIM Public Fund Board to call a special meeting of the shareholders of such U.S. each Public Fund to be held as promptly as reasonably practical practicable for the purpose of voting upon a proposal to approve (in obtaining the requisite manner) approval of such shareholders for such new Investment Advisory Agreement; Arrangement, as applicable, (C) as promptly as practicable following receipt of the approval described in clause (A) above, prepare and file, or cause each U.S. MLIM Public Fund to prepare and to file (or to cause to be prepared and filed) file, with the SEC and all other applicable Governmental Authorities, as promptly as practical following receipt of the approval and recommendation described in clause (A) above, Authorities all registration statements and proxy solicitation materials required to be distributed to the shareholders of such each U.S. MLIM Public Fund with respect to the actions recommended for shareholder approval by such the applicable U.S. MLIM Public Fund Board and to mail (mail, or to cause to be mailed) , such proxy solicitation materials as promptly as practical practicable after clearance thereof by the SEC (if applicable); ) and (D) to submit (or to request such U.S. Public Fund Board to submit), as promptly soon as practical practicable following the mailing of the proxy materials materials, submit, or cause to be submitted, to the shareholders of such each U.S. MLIM Public Fund for a vote at a shareholders meeting the proposal proposals described in clause (B) above. (ii) With respect In the event that, prior to each the Closing, a special shareholder meeting for a U.S. MLIM Public Fund other than described in clause (i)(B) above is duly convened but adjourned solely as a U.S. Public Fundresult of a failure of the requisite quorum in any matter to be present at such meeting (a “Quorum Failure”), Seller MLIM Parent shall use its reasonable best effortsefforts to, or shall cause the a MLIM Company to use reasonable best efforts to, (A) persuade the Public Fund Board of each such U.S. Public Fund to approve, in conformity with Section 15(a)(4) of the Investment Company Act and SEC Rule 15a-4 thereunder, an interim Investment Advisory Arrangement, to be effective at the Closing, for any such U.S. Public Fund with any MLIM Company containing terms that, taken as a whole, subject to Applicable Law, are no less favorable to such MLIM Company than the terms of the existing Investment Advisory Arrangement with each such U.S. MLIM Public Fund and (B) as promptly as practicable following the adjournment of such meeting, persuade any such U.S. Public Fund Board to take such action as may be necessary to re-convene a special meeting of the shareholders of any such U.S. Public Fund to be held as promptly as reasonably practicable following such adjournment for the purpose of obtaining the approval of such shareholders of such new Investment Advisory Arrangement as contemplated by clause (i) above. (iii) BlackRock and MLIM Parent agree that Consent for any Investment Advisory Arrangement with a Client that is a U.S. Public Fund shall be deemed given for all purposes under this Agreement (but not for purposes of the definition of Contingent Account) only if a new Investment Advisory Arrangement has been approved by the shareholders of the applicable Public Fund in accordance with clause (i) of this subsection (a) and Applicable Law and is in full force and effect at the Closing, unless any time prior to the Closing any Public Fund Board indicates, either orally or in writing, that the applicable Public Fund has (A) terminated or intends to terminate (in whole or in part) its existing or new Investment Advisory Arrangement prior to or following the Closing or (B) could reasonably be expected to terminate its Investment Advisory Arrangement or withdraw assets thereunder unless the fees payable under such Contract or the overall expense level for the applicable Public Fund is reduced prior to or following the Closing. (iv) MLIM Parent shall use its reasonable best effortsefforts to, or use its reasonable best efforts to obtaincause the MLIM Companies to, in accordance with Applicable Law and Law, as promptly as practical practicable following the date of this Agreementhereof, obtain such approvals, consents or other actions, if any, by the boards of directors or comparable governing bodies, regulating or self-regulating authorities or shareholders required by Applicable Law or the arrangements governing such Public Fund of such MLIM Company’s services therefore of any Public Fund that is not a U.S. Public Fund so that after the Closing a the relevant MLIM Company Entity may continue managing such Public Fund on terms, taken as a whole, that are substantially comparable no less favorable to such Controlled Affiliate than the terms of the existing Investment Advisory Agreement Arrangement between such non-U.S. Public Fund and the applicable Company Entitysuch MLIM Company. (iii) Buyer and Seller agree that (A) a U.S. Public Fund shall be deemed to have consented for all purposes under this Agreement to the continued management of such U.S. Public Fund by a Company Entity following the Closing, if a new Investment Advisory Agreement has been approved by the U.S. Public Fund Board and the shareholders of such U.S. Public Fund in the manner contemplated by clauses (i)(A)-(D) of this subsection (a); and (B) a Public Fund other than a U.S. Public Fund shall be deemed to have consented for all purposes under this Agreement to the continued management of such Public Fund by a Company Entity following the Closing if the consents and approvals described in clause (ii) of this subsection (a) shall have been obtained, unless, for purposes of both clauses (A) and (B), at any time prior to the Closing the respective Public Fund Board notifies any Company Entity, in writing, that such Public Fund has terminated its existing, interim or new Investment Advisory Agreement prior to or following the Closing (which termination is recorded as such in the Company’s internal reporting systems in the ordinary course consistent with past practices), and such termination has not been revoked (as recorded in the Company’s internal reporting systems in the ordinary course consistent with past practices). (iv) Seller agrees that the information that is contained in the proxy materials/prospectus to be furnished to the shareholders of any Public Fund (other than information that is or will be provided by or on behalf of Buyer or its Affiliates specifically for inclusion in such proxy materials/prospectus) to the extent shareholder approval is required under Applicable Law or the applicable Investment Advisory Agreement for the purpose of providing consent or approving any interim or new Investment Advisory Agreement will not contain, at the time the proxy materials/prospectus are first mailed to the shareholders of any Public Fund or at the time of the meeting thereof, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in the proxy materials/prospectus to be furnished to the shareholders of any Public Fund to the extent shareholder approval is required under Applicable Law or the applicable Investment Advisory Agreement for the purpose of providing consent or approving any interim or new Investment Advisory Agreement will not contain, at the time the proxy materials/prospectus are first mailed to the shareholders of any Public Fund or at the time of the meeting thereof, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Seller and Buyer shall have the right to review in advance and to approve (such approval not to be unreasonably withheld) all the information relating to it and any of its Affiliates proposed to appear in any registration statement or proxy statement or any amendment or supplement thereto submitted to the SEC or such other applicable Governmental Authority in connection with the transactions contemplated by this Agreement.

Public Funds. Subject in each case to the requirements of Applicable Law and the fiduciary duties of the Company Entities MLIM Companies and each the U.S. MLIM Public Fund BoardBoards, (i) With respect to each U.S. Public Fund and the U.S. Public Fund Board thereof, Seller MLIM Parent shall use its reasonable best effortsefforts to, or use its reasonable best efforts to cause the Company Entities to use their reasonable best effortsMLIM Companies to, in accordance with Applicable Law, (A) to request, as promptly as practical practicable following the date hereof, obtain the approval of this Agreement, such each U.S. MLIM Public Fund Board to approve (and to recommend that the shareholders of such U.S. Public Fund approve) a new Investment Advisory Agreement with the relevant Company EntityArrangement, to be effective at the Closing, containing terms, taken as a whole, that are substantially comparable no less favorable to the MLIM Companies than the terms of the existing Investment Advisory Agreement Arrangement between such U.S. MLIM Public Fund and the relevant Company Entity; MLIM Companies, (B) to request, as promptly as practical practicable following receipt of the approval and recommendation described in clause (A) above, such cause each U.S. MLIM Public Fund Board to call a special meeting of the shareholders of such U.S. each Public Fund to be held as promptly as reasonably practical practicable for the purpose of voting upon a proposal to approve (in obtaining the requisite manner) approval of such shareholders for such new Investment Advisory Agreement; Arrangement, as applicable, (C) as promptly as practicable following receipt of the approval described in clause (A) above, prepare and file, or cause each U.S. MLIM Public Fund to prepare and to file (or to cause to be prepared and filed) file, with the SEC and all other applicable Governmental Authorities, as promptly as practical following receipt of the approval and recommendation described in clause (A) above, Authorities all registration statements and proxy solicitation materials required to be distributed to the shareholders of such each U.S. MLIM Public Fund with respect to the actions recommended for shareholder approval by such the applicable U.S. MLIM Public Fund Board and to mail (mail, or to cause to be mailed) , such proxy solicitation materials as promptly as practical practicable after clearance thereof by the SEC (if applicable); ) and (D) to submit (or to request such U.S. Public Fund Board to submit), as promptly soon as practical practicable following the mailing of the proxy materials materials, submit, or cause to be submitted, to the shareholders of such each U.S. MLIM Public Fund for a vote at a shareholders meeting the proposal proposals described in clause (B) above. (ii) With respect In the event that, prior to each the Closing, a special shareholder meeting for a U.S. MLIM Public Fund other than described in clause (i)(B) above is duly convened but adjourned solely as a U.S. Public Fundresult of a failure of the requisite quorum in any matter to be present at such meeting (a "Quorum Failure"), Seller MLIM Parent shall use its reasonable best effortsefforts to, or shall cause the a MLIM Company to use reasonable best efforts to, (A) persuade the Public Fund Board of each such U.S. Public Fund to approve, in conformity with Section 15(a)(4) of the Investment Company Act and SEC Rule 15a-4 thereunder, an interim Investment Advisory Arrangement, to be effective at the Closing, for any such U.S. Public Fund with any MLIM Company containing terms that, taken as a whole, subject to Applicable Law, are no less favorable to such MLIM Company than the terms of the existing Investment Advisory Arrangement with each such U.S. MLIM Public Fund and (B) as promptly as practicable following the adjournment of such meeting, persuade any such U.S. Public Fund Board to take such action as may be necessary to re-convene a special meeting of the shareholders of any such U.S. Public Fund to be held as promptly as reasonably practicable following such adjournment for the purpose of obtaining the approval of such shareholders of such new Investment Advisory Arrangement as contemplated by clause (i) above. (iii) BlackRock and MLIM Parent agree that Consent for any Investment Advisory Arrangement with a Client that is a U.S. Public Fund shall be deemed given for all purposes under this Agreement (but not for purposes of the definition of Contingent Account) only if a new Investment Advisory Arrangement has been approved by the shareholders of the applicable Public Fund in accordance with clause (i) of this subsection (a) and Applicable Law and is in full force and effect at the Closing, unless any time prior to the Closing any Public Fund Board indicates, either orally or in writing, that the applicable Public Fund has (A) terminated or intends to terminate (in whole or in part) its existing or new Investment Advisory Arrangement prior to or following the Closing or (B) could reasonably be expected to terminate its Investment Advisory Arrangement or withdraw assets thereunder unless the fees payable under such Contract or the overall expense level for the applicable Public Fund is reduced prior to or following the Closing. (iv) MLIM Parent shall use its reasonable best effortsefforts to, or use its reasonable best efforts to obtaincause the MLIM Companies to, in accordance with Applicable Law and Law, as promptly as practical practicable following the date of this Agreementhereof, obtain such approvals, consents or other actions, if any, by the boards of directors or comparable governing bodies, regulating or self-regulating authorities or shareholders required by Applicable Law or the arrangements governing such Public Fund of such MLIM Company's services therefore of any Public Fund that is not a U.S. Public Fund so that after the Closing a the relevant MLIM Company Entity may continue managing such Public Fund on terms, taken as a whole, that are substantially comparable no less favorable to such Controlled Affiliate than the terms of the existing Investment Advisory Agreement Arrangement between such non-U.S. Public Fund and the applicable Company Entitysuch MLIM Company. (iii) Buyer and Seller agree that (A) a U.S. Public Fund shall be deemed to have consented for all purposes under this Agreement to the continued management of such U.S. Public Fund by a Company Entity following the Closing, if a new Investment Advisory Agreement has been approved by the U.S. Public Fund Board and the shareholders of such U.S. Public Fund in the manner contemplated by clauses (i)(A)-(D) of this subsection (a); and (B) a Public Fund other than a U.S. Public Fund shall be deemed to have consented for all purposes under this Agreement to the continued management of such Public Fund by a Company Entity following the Closing if the consents and approvals described in clause (ii) of this subsection (a) shall have been obtained, unless, for purposes of both clauses (A) and (B), at any time prior to the Closing the respective Public Fund Board notifies any Company Entity, in writing, that such Public Fund has terminated its existing, interim or new Investment Advisory Agreement prior to or following the Closing (which termination is recorded as such in the Company’s internal reporting systems in the ordinary course consistent with past practices), and such termination has not been revoked (as recorded in the Company’s internal reporting systems in the ordinary course consistent with past practices). (iv) Seller agrees that the information that is contained in the proxy materials/prospectus to be furnished to the shareholders of any Public Fund (other than information that is or will be provided by or on behalf of Buyer or its Affiliates specifically for inclusion in such proxy materials/prospectus) to the extent shareholder approval is required under Applicable Law or the applicable Investment Advisory Agreement for the purpose of providing consent or approving any interim or new Investment Advisory Agreement will not contain, at the time the proxy materials/prospectus are first mailed to the shareholders of any Public Fund or at the time of the meeting thereof, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in the proxy materials/prospectus to be furnished to the shareholders of any Public Fund to the extent shareholder approval is required under Applicable Law or the applicable Investment Advisory Agreement for the purpose of providing consent or approving any interim or new Investment Advisory Agreement will not contain, at the time the proxy materials/prospectus are first mailed to the shareholders of any Public Fund or at the time of the meeting thereof, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Seller and Buyer shall have the right to review in advance and to approve (such approval not to be unreasonably withheld) all the information relating to it and any of its Affiliates proposed to appear in any registration statement or proxy statement or any amendment or supplement thereto submitted to the SEC or such other applicable Governmental Authority in connection with the transactions contemplated by this Agreement.

Public Funds. Subject in each case to the requirements of Applicable Law and the fiduciary duties of the Company Entities MLIM Companies and each the U.S. MLIM Public Fund BoardBoards, (i) With respect to each U.S. Public Fund and the U.S. Public Fund Board thereof, Seller MLIM Parent shall use its reasonable best effortsefforts to, or use its reasonable best efforts to cause the Company Entities to use their reasonable best effortsMLIM Companies to, in accordance with Applicable Law, (A) to request, as promptly as practical practicable following the date hereof, obtain the approval of this Agreement, such each U.S. MLIM Public Fund Board to approve (and to recommend that the shareholders of such U.S. Public Fund approve) a new Investment Advisory Agreement with the relevant Company EntityArrangement, to be effective at the Closing, containing terms, taken as a whole, that are substantially comparable no less favorable to the MLIM Companies than the Table of Contents terms of the existing Investment Advisory Agreement Arrangement between such U.S. MLIM Public Fund and the relevant Company Entity; MLIM Companies, (B) to request, as promptly as practical practicable following receipt of the approval and recommendation described in clause (A) above, such cause each U.S. MLIM Public Fund Board to call a special meeting of the shareholders of such U.S. each Public Fund to be held as promptly as reasonably practical practicable for the purpose of voting upon a proposal to approve (in obtaining the requisite manner) approval of such shareholders for such new Investment Advisory Agreement; Arrangement, as applicable, (C) as promptly as practicable following receipt of the approval described in clause (A) above, prepare and file, or cause each U.S. MLIM Public Fund to prepare and to file (or to cause to be prepared and filed) file, with the SEC and all other applicable Governmental Authorities, as promptly as practical following receipt of the approval and recommendation described in clause (A) above, Authorities all registration statements and proxy solicitation materials required to be distributed to the shareholders of such each U.S. MLIM Public Fund with respect to the actions recommended for shareholder approval by such the applicable U.S. MLIM Public Fund Board and to mail (mail, or to cause to be mailed) , such proxy solicitation materials as promptly as practical practicable after clearance thereof by the SEC (if applicable); ) and (D) to submit (or to request such U.S. Public Fund Board to submit), as promptly soon as practical practicable following the mailing of the proxy materials materials, submit, or cause to be submitted, to the shareholders of such each U.S. MLIM Public Fund for a vote at a shareholders meeting the proposal proposals described in clause (B) above. (ii) With respect In the event that, prior to each the Closing, a special shareholder meeting for a U.S. MLIM Public Fund other than described in clause (i)(B) above is duly convened but adjourned solely as a U.S. Public Fundresult of a failure of the requisite quorum in any matter to be present at such meeting (a “Quorum Failure”), Seller MLIM Parent shall use its reasonable best effortsefforts to, or shall cause the a MLIM Company to use reasonable best efforts to, (A) persuade the Public Fund Board of each such U.S. Public Fund to approve, in conformity with Section 15(a)(4) of the Investment Company Act and SEC Rule 15a-4 thereunder, an interim Investment Advisory Arrangement, to be effective at the Closing, for any such U.S. Public Fund with any MLIM Company containing terms that, taken as a whole, subject to Applicable Law, are no less favorable to such MLIM Company than the terms of the existing Investment Advisory Arrangement with each such U.S. MLIM Public Fund and (B) as promptly as practicable following the adjournment of such meeting, persuade any such U.S. Public Fund Board to take such action as may be necessary to re-convene a special meeting of the shareholders of any such U.S. Public Fund to be held as promptly as reasonably practicable following such adjournment for the purpose of obtaining the approval of such shareholders of such new Investment Advisory Arrangement as contemplated by clause (i) above. (iii) BlackRock and MLIM Parent agree that Consent for any Investment Advisory Arrangement with a Client that is a U.S. Public Fund shall be deemed given for all purposes under this Agreement (but not for purposes of the definition of Contingent Account) only if a new Investment Advi- Table of Contents sory Arrangement has been approved by the shareholders of the applicable Public Fund in accordance with clause (i) of this subsection (a) and Applicable Law and is in full force and effect at the Closing, unless any time prior to the Closing any Public Fund Board indicates, either orally or in writing, that the applicable Public Fund has (A) terminated or intends to terminate (in whole or in part) its existing or new Investment Advisory Arrangement prior to or following the Closing or (B) could reasonably be expected to terminate its Investment Advisory Arrangement or withdraw assets thereunder unless the fees payable under such Contract or the overall expense level for the applicable Public Fund is reduced prior to or following the Closing. (iv) MLIM Parent shall use its reasonable best effortsefforts to, or use its reasonable best efforts to obtaincause the MLIM Companies to, in accordance with Applicable Law and Law, as promptly as practical practicable following the date of this Agreementhereof, obtain such approvals, consents or other actions, if any, by the boards of directors or comparable governing bodies, regulating or self-regulating authorities or shareholders required by Applicable Law or the arrangements governing such Public Fund of such MLIM Company’s services therefore of any Public Fund that is not a U.S. Public Fund so that after the Closing a the relevant MLIM Company Entity may continue managing such Public Fund on terms, taken as a whole, that are substantially comparable no less favorable to such Controlled Affiliate than the terms of the existing Investment Advisory Agreement Arrangement between such non-U.S. Public Fund and the applicable Company Entitysuch MLIM Company. (iii) Buyer and Seller agree that (A) a U.S. Public Fund shall be deemed to have consented for all purposes under this Agreement to the continued management of such U.S. Public Fund by a Company Entity following the Closing, if a new Investment Advisory Agreement has been approved by the U.S. Public Fund Board and the shareholders of such U.S. Public Fund in the manner contemplated by clauses (i)(A)-(D) of this subsection (a); and (B) a Public Fund other than a U.S. Public Fund shall be deemed to have consented for all purposes under this Agreement to the continued management of such Public Fund by a Company Entity following the Closing if the consents and approvals described in clause (ii) of this subsection (a) shall have been obtained, unless, for purposes of both clauses (A) and (B), at any time prior to the Closing the respective Public Fund Board notifies any Company Entity, in writing, that such Public Fund has terminated its existing, interim or new Investment Advisory Agreement prior to or following the Closing (which termination is recorded as such in the Company’s internal reporting systems in the ordinary course consistent with past practices), and such termination has not been revoked (as recorded in the Company’s internal reporting systems in the ordinary course consistent with past practices). (iv) Seller agrees that the information that is contained in the proxy materials/prospectus to be furnished to the shareholders of any Public Fund (other than information that is or will be provided by or on behalf of Buyer or its Affiliates specifically for inclusion in such proxy materials/prospectus) to the extent shareholder approval is required under Applicable Law or the applicable Investment Advisory Agreement for the purpose of providing consent or approving any interim or new Investment Advisory Agreement will not contain, at the time the proxy materials/prospectus are first mailed to the shareholders of any Public Fund or at the time of the meeting thereof, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer agrees that the information provided by it or its Affiliates (or on their behalves) in writing for inclusion in the proxy materials/prospectus to be furnished to the shareholders of any Public Fund to the extent shareholder approval is required under Applicable Law or the applicable Investment Advisory Agreement for the purpose of providing consent or approving any interim or new Investment Advisory Agreement will not contain, at the time the proxy materials/prospectus are first mailed to the shareholders of any Public Fund or at the time of the meeting thereof, any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Seller and Buyer shall have the right to review in advance and to approve (such approval not to be unreasonably withheld) all the information relating to it and any of its Affiliates proposed to appear in any registration statement or proxy statement or any amendment or supplement thereto submitted to the SEC or such other applicable Governmental Authority in connection with the transactions contemplated by this Agreement.