Common use of Public Funds Clause in Contracts

Public Funds. (i) The Company will cause the Advisers to use their reasonable best efforts to obtain, as promptly as practicable following the date of this Agreement (but no later than 30 days following the date hereof), the approval of the applicable Public Fund board of directors of, and to solicit (by hiring a proxy solicitor) the approval of the unitholders or interest holders, as applicable, of each Public Fund (“Fund Shareholder Approval”) of, pursuant to the provisions of Section 15 of the Investment Company Act applicable thereto, a new advisory contract for such Public Fund to be effective as of the Closing with such agreement containing terms (including fees and other economic terms), taken as a whole, that are no less favorable in the aggregate than the terms of the existing advisory contract between such Public Fund and the Company, with the exception of its effective and termination dates. (ii) Without limiting the provisions of Section 5.9(a)(ii), subject in each case to the requirements of applicable Law and the fiduciary duties of the Advisers and each applicable Public Fund board of directors, in connection with any proxy materials prepared for distribution in connection with obtaining Fund Shareholder Approval, Parent shall be given, and have the right to review, in advance of submission to the SEC the proxy materials (and any amendment or supplement thereto) to be furnished to the unitholders or interest holders, as applicable, of any Public Fund and to promptly (1) review information or data that is provided by or on behalf of Parent or its Affiliates specifically for inclusion in such proxy materials and (2) provide reasonable comments on such material, and each Adviser, as applicable, (in coordination with the applicable Public Fund and under the general direction of the applicable Public Fund board of directors) shall use consider such comments in a commercially reasonable manner. (iii) Promptly following the date hereof, the Company shall use reasonable best efforts to cause each Adviser to cause each Public Fund then engaged in an offering of its units or interests, as applicable, to (A) file supplements to its prospectus or offering memorandum forming a part of its registration statement then currently in use, which supplements or amendments shall reflect changes as necessary in such Public Fund’s affairs as a consequence of the transactions contemplated under this Agreement, and (B) make any other filing necessary under any applicable Law to satisfy disclosure requirements to enable the distribution of the units or interests, as applicable, of that Public Fund to continue. Parent shall have the right to review and to provide reasonable comments on such materials to the same extent as provided in Section 5.9(a)(ii).

Public Funds. (ia) The Advisers serve as investment adviser or sub-adviser to the registered investment companies listed on Section 3.20 of the Company will cause Disclosure Letter (each, a “Public Fund”). No Public Fund has an investment adviser, a general partner, managing member or equivalent Person other than an Adviser. As to each Public Fund, there has been in full force and effect an Investment Advisory Contract at all times that any Adviser was performing investment management services for such Public Fund, and each such Investment Advisory Contract pursuant to which any Adviser has received compensation respecting its activities in connection with any of the Advisers Public Funds was duly approved in all material respects in accordance with all applicable Laws. Each Adviser is in compliance in all material respects with the Investment Advisory Contracts, and has been in compliance in all material respects with the Investment Advisory Contracts, since their applicable effective dates. (b) There are no special restrictions, consent judgments or orders of any Governmental Entity on or with regard to use their reasonable best efforts any Public Fund currently in effect. (c) Each Public Fund is duly organized, validly existing and in good standing in the jurisdiction in which it is organized and has all requisite power and authority to obtainconduct its business in the manner and in the places where such business is currently conducted, except where the failure to be in good standing in a jurisdiction other than its jurisdiction of formation or incorporation would not, individually or in the aggregate, have a Material Adverse Effect. Each such Public Fund is and has been, since its inception, engaged solely in the business of an investment company. Since inception, each such Public Fund has been a duly registered investment company or a portfolio series thereof in compliance in all material respects with the Investment Company Act of 1940, as promptly as practicable following amended (“Investment Company Act”) and duly registered or licensed and in good standing under the date laws of this Agreement (but no later than 30 days following the date hereof)each jurisdiction in which such qualification is necessary. Since their initial offering, the approval shares of the applicable each such Public Fund board have been duly qualified for sale under the securities Laws of directors of, each jurisdiction in which they have been sold or offered for sale at such time or times during which such qualification was required. The offering and to solicit (by hiring a proxy solicitor) the approval sale of the unitholders or interest holdersshares, as applicable, of each such Public Fund have been registered under the Securities Act or were exempt from registration under the Securities Act during such period or periods for which such registration is required; the related registration statement has become effective under the Securities Act (if applicable); no stop order suspending the effectiveness of any such registration statement has been issued and no Actions for that purpose have been instituted or, are contemplated; and neither such registration statement nor any amendments thereto contained at the time such registration statement or amendment became effective, an 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, in the light of the circumstances under which they were made, not misleading. Copies of the current registration statement of each such Public Fund under the Investment Company Act and under the Securities Act (if applicable) have been made available to Parent. All of the outstanding shares, as applicable, of capital stock of each such Public Fund are duly authorized, validly issued, fully paid and non-assessable, and none of such shares, as applicable, has been issued in violation of any applicable Laws. (d) (i) Each Public Fund has timely filed all material reports, filings, registration statements and other documents, together with any amendments required to be made with respect thereto, which were required to be filed with any Governmental Entity (the “Public Fund Shareholder ApprovalRegulatory Documents”), and has paid all fees and assessments due and payable in connection therewith, and (ii) ofas of their respective dates, pursuant each of the Public Fund Regulatory Documents complied in all material respects with the requirements of all applicable Laws applicable to them, and none of the provisions Public Fund Regulatory Documents or related prospectuses or offering memorandum, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Adviser is advising, and since January 1, 2019 has advised, each Public Fund in compliance in all material respects with its respective prospectuses or offering memoranda. (e) None of the Advisers, or any Person who is an “affiliated person” (as defined in the Investment Company Act) or any other “interested person” (as defined in the Investment Company Act) of any Adviser, receives or is entitled to receive any compensation directly or indirectly from: (i) any Person in connection with the purchase or sale of securities or other property to, from or on behalf of any of the Public Funds, other than (x) bona fide compensation as principal underwriter for any of the Public Funds or as broker in connection with the purchase or sale of securities in compliance with Section 15 17(e) of the Investment Company Act and Rule 17e-1 thereunder or (y) the receipt of brokerage and research services in compliance with Section 28(e) of the Exchange Act; or (ii) any of the Public Funds or their security holders for other than bona fide investment advisory, administrative or other services. Where required by applicable theretoLaw, a new advisory contract accurate and complete disclosure of all such compensation arrangements has been made in the registration statement of the Public Funds filed under the federal securities Laws. (f) The Company has made available to Parent true and complete copies of the audited financial statements, prepared in accordance with GAAP, of each Public Fund for the past three (3) fiscal years (or such shorter period as such Public Fund to be effective as of the Closing with such agreement containing terms (including fees and other economic termsshall have been in existence), taken as a wholeand unaudited financial statements, that are no less favorable prepared in the aggregate than the terms accordance with GAAP, of the existing advisory contract between each such Public Fund for the most recent fiscal period available (each hereinafter referred to as a “Public Fund Financial Statement”). Each of the Public Fund Financial Statements is consistent with the books and records of the related Public Fund and presents fairly in all material respects the consolidated financial position of the related Public Fund in accordance with GAAP, applied on a consistent basis (except as otherwise noted therein) at the respective date of such Public Fund Financial Statement and the results of operations and cash flows for the respective periods indicated. (g) There is no Action pending or, to the knowledge of the Company, with threatened in or before any Governmental Entity that is by or against any of the exception Public Funds, the Adviser thereto, or any officer or director thereof, relating to the activities of the Public Funds or any disqualification under Section 9(a) of the Investment Company Act, or any event which would require any Adviser to give an affirmative response to any of the questions in Item 11 of its effective and termination datesForm ADV (or any similar or successor form), except as would not, individually or in the aggregate, have a Material Adverse Effect. There are no judgments, injunctions, orders, rules or decrees outstanding against or affecting any of the Public Funds or any officer or director thereof relating to the activities of or affecting the Public Funds, except as would not, individually or in the aggregate, have a Material Adverse Effect. (iih) Without limiting the provisions of Section 5.9(a)(ii)No Adviser or, subject in each case to the requirements knowledge of applicable Law and the fiduciary duties Company, any other manager, director, officer, partner, member, shareholder, owner or employee of any of the Advisers and each applicable has (i) caused a securities transaction to be effected on behalf of a Public Fund that involved a directed brokerage arrangement that did not comply with all applicable Laws, or (ii) participated in or facilitated a revenue sharing arrangement based on the distribution of interests in, or on the assets of, a Public Fund that did not comply with all applicable Laws in all material respects. (i) No Adviser has any express or implied understanding or arrangement that would reasonably be expected to impose an “unfair burden” (as defined in the Investment Company Act) on any Public Fund for purposes of Section 15(f) of the Investment Company Act as a result of the transactions contemplated by this Agreement. (j) The Public Funds have adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws by the Public Fund, including policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the Public Fund. The Company has made available to Parent each annual report since January 1, 2017, of the Public Funds’ chief compliance officer required by Rule 38a-1 under the Investment Company Act to be provided to the board of directors, in connection with any proxy materials prepared for distribution in connection with obtaining Fund Shareholder Approval, Parent shall be given, and have the right to review, in advance of submission to the SEC the proxy materials (and any amendment directors or supplement thereto) to be furnished to the unitholders or interest holderstrustees, as applicable, of any Public Fund and to promptly (1) review information or data that is provided by or on behalf of Parent or its Affiliates specifically for inclusion in such proxy materials and (2) provide reasonable comments on such material, and each Adviser, as applicable, (in coordination with the applicable Public Fund and under the general direction of the applicable Public Fund board of directors) shall use consider such comments in a commercially reasonable manner. (iii) Promptly following the date hereof, the Company shall use reasonable best efforts to cause each Adviser to cause each Public Fund then engaged in an offering of its units or interests, as applicable, to (A) file supplements to its prospectus or offering memorandum forming a part of its registration statement then currently in use, which supplements or amendments shall reflect changes as necessary in such Public Fund’s affairs as a consequence of the transactions contemplated under this Agreement, and (B) make any other filing necessary under any applicable Law to satisfy disclosure requirements to enable the distribution of the units or interests, as applicable, of that Public Fund to continue. Parent shall have the right to review and to provide reasonable comments on such materials to the same extent as provided in Section 5.9(a)(ii).

Public Funds. (a) Schedule 2.10(a) of the Seller Disclosure Schedule notes each Client therein that is a U.S. Public Fund or UCIT. Each U.S. Sponsored Fund is, and all times required under Applicable Law has been, duly registered with the SEC as an investment company under the Investment Company Act. As of the date hereof, members of the Company Group do not provide any advisory services pursuant to Advisory Agreements to any Clients with aggregated net assets exceeding $50,000,000 that are excepted from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act (which Clients, for the avoidance of doubt, shall not include any Client that is a UCIT). (b) Each Advisory Agreement with a Public Fund has been duly approved, continued and at all times has been in compliance in all material respects with Applicable Law. Each such Advisory Agreement has been performed in all material respects by the applicable member of the Company in accordance with its terms and Applicable Law. To the Knowledge of Seller, there is no Proceeding pending or threatened against any Public Fund that would reasonably be expected to have a Fund Material Adverse Effect. (c) Each Public Fund that is a juridical entity is duly organized, validly existing and, with respect to entities in jurisdictions that recognize the concept of “good standing,” in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, trust, company or partnership power and authority to own its properties and to carry on its business as currently conducted, and is qualified to do business in each jurisdiction where it is required to be so qualified under Applicable Law, except where any failure to be so duly organized, validly existing, in good standing, licensed or qualified or to have such power would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. (d) Each Public Fund is, and has since January 1, 2006, operated in compliance (i) The Company will cause the Advisers to use their reasonable best efforts to obtainwith Applicable Law and (ii) with its respective investment objectives, policies and restrictions, as promptly set forth in the applicable prospectus and registration statement for such Fund, except where any failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. Since January 1, 2006, each Public Fund has filed all material Regulatory Documents in compliance with Applicable Law in all material respects. Since January 1, 2006, no applicable prospectus and registration statement of any Public Fund contained, as practicable following of its filing date or effective date, any untrue statement of material fact or omitted to state a material fact necessary in order to make the date of this Agreement (but no later than 30 days following the date hereof)statements made therein, the approval in light of the applicable Public Fund board of directors ofcircumstances in which such statements were made, and not misleading. No such prospectus or registration statement is currently subject to solicit any stop order or similar order restricting its use. (by hiring a proxy solicitore) the approval of the unitholders The shares or interest holders, as applicable, units of each Public Fund (“i) have been issued and sold in compliance with Applicable Law and (ii) are qualified for public offering and sale in each jurisdiction where offers are made to the extent required under Applicable Law, except where any failure to be in compliance or qualified would not, individually or in the aggregate, reasonably be expected to have a Fund Shareholder Approval”Material Adverse Effect. (f) ofThe audited balance sheet of each Public Fund as of each such Public Fund’s most recently completed fiscal year and the related other financial statements for such most recently completed fiscal year (i) have been prepared in accordance with GAAP (or, in the case of a UCIT, such other applicable generally accepted accounting principles), and (ii) present fairly in all material respects the financial position and other financial results of such Public Fund at the dates and for the periods stated therein. There are no material liabilities or material obligations of any Public Fund of any kind whatsoever, whether known or unknown, accrued, contingent, absolute, determined, determinable or otherwise other than (i) liabilities or obligations to the extent reserved against in the balance sheet of such Public Fund or referred to in the notes thereto contained in the most recent annual or semi-annual report filed by the Public Fund prior to the date hereof with the SEC, or (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Public Fund’s applicable report referenced in clause (i) above that have not had and would not reasonably be expected to have a Fund Material Adverse Effect. (g) For all taxable years since its inception, each U.S. Sponsored Fund has elected to be treated as, and has qualified to be classified as, a regulated investment company taxable under Subchapter M of Chapter 1 of the Code. Each Public Fund has timely filed all Tax Returns required to be filed by it with any Taxing Authority and all such Tax Returns are true, correct and complete in all material respects. Each Public Fund has timely paid, and withheld and remitted or paid over to the appropriate Taxing Authority, all Taxes required to be paid by it, or withheld and paid over, whether or not shown on such Tax Returns. In all taxable years since its inception, each U.S. Sponsored Fund has distributed all of its investment company taxable income and net capital gains, within the meaning of Section 852 of the Code. No U.S. Sponsored Fund is or was during the past three years subject to a material liability for the payment of the excise tax imposed under Section 4982 of the Code. No Public Fund has received a written notice from a Governmental Authority proposing an audit of such Tax Return, no assessment of Taxes has been asserted in writing with respect to such Tax Returns, and no requests for waivers of the time to make any such assessment are pending. (h) Neither a member of the Company Group nor any U.S. Sponsored Fund has been the recipient of any exemptive order or no-action letter upon which a Public Fund currently relies for the operation of its business. (i) Each U.S. Sponsored Fund has written policies and procedures adopted pursuant to the provisions of Section 15 Rule 38a-1 of the Investment Company Act applicable thereto, a new advisory contract for such Public Fund that are reasonably designed to be effective as prevent material violations of the Closing with Federal Securities Laws (as such agreement containing terms term is defined in Rule 38a-1(e)(1) under the Investment Company Act). Since January 1, 2006, there have been no Material Compliance Matters (including fees and as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act) for any U.S. Sponsored Fund other economic terms), taken as a whole, that are no less favorable in the aggregate than the terms of the existing advisory contract between such Public Fund and the Company, with the exception of its effective and termination dates. those which (iix) Without limiting the provisions of Section 5.9(a)(ii), subject in each case have been reported to the requirements of applicable Law and the fiduciary duties of the Advisers and each applicable Public Fund board of directors, in connection with any proxy materials prepared for distribution in connection with obtaining Fund Shareholder Approval, Parent shall be given, and have the right to review, in advance of submission to the SEC the proxy materials (and any amendment or supplement thereto) to be furnished to the unitholders or interest holders, as applicable, of any Public Fund and to promptly (1) review information or data that is provided by or on behalf of Parent or its Affiliates specifically for inclusion in such proxy materials and (2) provide reasonable comments on such material, and each Adviser, as applicable, (in coordination with the applicable Public Fund and under the general direction of Board or (y) will be reported to the applicable Public Fund board Board at the next scheduled Board meeting in the ordinary course of directors) shall use consider such comments business by the U.S. Sponsored Fund’s chief compliance officer, and in a commercially reasonable mannerboth cases, to the extent necessary, satisfactorily remedied or are in the process of being remedied. (iiij) Promptly following the date hereofSince January 1, 2006, the Company shall use reasonable best efforts to cause board of directors or trustees of each Adviser to cause each Public U.S. Sponsored Fund then engaged has been constituted in an offering of its units or interests, as applicable, to (A) file supplements to its prospectus or offering memorandum forming a part of its registration statement then currently in use, which supplements or amendments shall reflect changes as necessary in such Public Fund’s affairs as a consequence compliance with Section 10 of the transactions contemplated under this Agreement, Investment Company Act and (B) make any other filing necessary under election of a board’s member to fill any applicable Law to satisfy disclosure requirements to enable the distribution vacancy has been performed in accordance with Section 16 of the units or interests, as applicable, of that Public Fund to continue. Parent shall have the right to review and to provide reasonable comments on such materials to the same extent as provided in Section 5.9(a)(ii)Investment Company Act.

Public Funds. (ia) Section 2.11(a) of the Seller Disclosure Schedule sets forth a list of each Client that is registered or required to be registered as an investment company (or comparable Person or other pooled investment vehicle) under applicable Law (each such Client, a “Public Fund”). The Gold Fund is, and all times required under applicable Law has been, a series of the Tocqueville Trust, duly registered with the SEC as an investment company under the Investment Company Act. Each Public Fund other than the Gold Fund is, and at all times required under applicable Law has been, duly registered as an investment company (or comparable company) in accordance with applicable Law. Other than the Gold Fund, no Client is registered or required to be registered with the SEC as an investment company under the Investment Company Act. (b) The Company will cause Advisory Contract with the Advisers to use their reasonable best efforts to obtainGold Fund has been duly approved, as promptly as practicable following the date of this Agreement (but no later than 30 days following the date hereof), the approval of the applicable Public Fund board of directors of, continued and to solicit (by hiring a proxy solicitor) the approval of the unitholders or interest holders, as applicable, of each Public Fund (“Fund Shareholder Approval”) of, pursuant to the provisions of at all times has been in compliance in all material respects with Section 15 of the Investment Company Act applicable thereto, a new advisory contract for such Public Fund to be effective as of the Closing with such agreement containing terms (including fees and other economic terms), taken as a whole, that are no less favorable in the aggregate than the terms of the existing advisory contract between such Public Fund and the Company, with the exception of its effective and termination datesAct. (c) Each Sponsored Public Fund and, to the Knowledge of Seller, each Non-Sponsored Public Fund that is a juridical entity is duly organized, validly existing and, with respect to entities in jurisdictions that recognize the concept of “good standing,” in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, trust, company or partnership power and authority to own its properties and to carry on its business as currently conducted, and is qualified to do business in each jurisdiction where it is required to be so qualified under Law, except where any failure to be so duly organized, validly existing, in good standing, licensed or qualified or to have such power would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. No Sponsored Public Fund or, to the Knowledge of Seller, Non-Sponsored Public Fund is in violation of any provision of its Organizational Documents, except for violations that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (d) The shares, units, limited partnership interests or other ownership interests of each Sponsored Public Fund and, to the Knowledge of Seller, each Non-Sponsored Public Fund (i) are duly authorized and validly issued, (ii) Without limiting the provisions of Section 5.9(a)(ii), subject have been issued and sold in compliance with Law and (iii) are qualified for public offering and sale in each case jurisdiction where offers are made to the requirements extent required under Law, except where any failure to be in compliance or qualified would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. The registration statement and prospectus (including the statement of additional information incorporated by reference therein) for the Gold Fund did not at the time they were filed, and did not during their period of authorized use, contain any untrue statement of a material fact or omit to state a 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, except for any such statements or omissions that would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (e) Each Sponsored Public Fund and, to the Knowledge of Seller, each Non-Sponsored Public Fund is, and has been since December 31, 2015, operated in compliance (i) with applicable Law and (ii) with its respective fundamental investment restrictions, as set forth in the fiduciary duties of the Advisers applicable prospectus and each applicable Public Fund board of directorsregistration statement for such Fund, in connection with except where any proxy materials prepared for distribution in connection with obtaining Fund Shareholder Approval, Parent shall be given, and have the right to review, in advance of submission to the SEC the proxy materials (and any amendment or supplement thereto) failure to be furnished in compliance would not, individually or in the aggregate, reasonably be expected to the unitholders or interest holders, as applicable, of any Public Fund and to promptly (1) review information or data that is provided by or on behalf of Parent or its Affiliates specifically for inclusion in such proxy materials and (2) provide reasonable comments on such material, and each Adviser, as applicable, (in coordination with the applicable Public Fund and under the general direction of the applicable Public Fund board of directors) shall use consider such comments in have a commercially reasonable mannerSeller Material Adverse Effect. (iiif) Promptly following Since December 31, 2016 until the date hereof, the Company shall use reasonable best efforts to cause each Adviser to cause each Sponsored Public Fund then engaged in an offering of its units or interests, as applicableand, to the Knowledge of Seller, each Non-Sponsored Public Fund has maintained fidelity bond and errors and omission insurance coverage of the type and in the amounts sufficient for compliance with applicable Laws and Contracts to which such Fund is a party or by which it is bound. (Ag) file supplements Seller has made available to Buyer complete and correct copies of the audited financial statements, prepared in accordance with GAAP, of each of the Sponsored Public Funds for the last three fiscal years (or such shorter period as such Public Fund has been in existence) (each hereinafter referred to as a “Public Fund Financial Statement”). Each of the Public Fund Financial Statements presents fairly in all material respects the financial position of the related Public Fund in accordance with GAAP applied on a consistent basis (except as otherwise noted therein) at the respective date of such Public Fund Financial Statement and the results of operations and cash flows for the respective periods indicated. (h) For all taxable years since its prospectus inception, the Gold Fund has elected to be treated as, and has qualified to be classified as, a regulated investment company taxable under Subchapter M of Chapter 1 of the Code. There are no circumstances that would cause the Gold Fund not to qualify for such treatment for its current taxable year, including due to the Gold Fund being a party to any agreement or offering memorandum forming arrangement that would require the Gold Fund to include in income following the Closing amounts that would cause the Gold Fund to fail the income test described in Section 851(b)(2) of the Code. No challenge to Gold Fund’s status as a part regulated investment company taxable under Subchapter M of its registration statement then currently in use, which supplements the Code is pending or amendments shall reflect changes as necessary in threatened. (i) Each Public Fund has timely filed (or caused to be timely filed) all United States federal income and other material Tax Returns required to be filed by it (taking into account any applicable extensions or waivers) with any taxing authority and has timely paid (or caused to be paid) all Taxes shown on such Tax Returns and all other Taxes imposed on such Public Fund’s affairs . There is no currently pending or proposed audit or examination of such Tax Returns or Taxes. There are no outstanding waivers or comparable consents given by any Public Fund regarding the application of the statute of limitations with respect to Taxes. (j) No Public Fund has been the recipient of any exemptive order or no-action letter upon which a Public Fund currently relies for the operation of its business. (k) No Public Fund is, or has, during any period in the preceding six years when managed by Seller, ever been, a plan, account or arrangement to which the fiduciary responsibility provisions of Title I of ERISA and/or the prohibited transaction provisions of Section 4975 of the Code apply or have, during any period in the preceding six years when managed by Seller, ever applied, and neither Seller nor any of its Affiliates is or has, during any period in the preceding six years when managed by Seller or any of its Affiliates, acted, or has, or has, during any period in the preceding six years when managed by Seller or any of its Affiliates, had, any obligation to act as a consequence fiduciary with respect to any Public Fund pursuant to Title I of ERISA and/or Section 4975 of the transactions contemplated under this Agreement, and (B) make any other filing necessary under any applicable Law to satisfy disclosure requirements to enable the distribution of the units or interests, as applicable, of that Public Fund to continue. Parent shall have the right to review and to provide reasonable comments on such materials to the same extent as provided in Section 5.9(a)(ii)Code.