Common use of Representations and Obligations of the Acquiring Fund Clause in Contracts

Representations and Obligations of the Acquiring Fund. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to comply with all conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule and this Agreement; (iv) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the Rule or this Agreement. (b) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. If, as a result of a decrease in the outstanding voting securities of any Acquired Fund, the Acquiring Fund and its Advisory Group or its Sub-Advisory Group, each in the aggregate, becomes a holder of more than 25% of the outstanding voting securities of an Acquired Fund, it will vote its shares in the same proportion as the vote of all other holders of the shares of such Acquired Fund.

Representations and Obligations of the Acquiring Fund. The Acquiring Fund agrees to: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement; and (c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4. (bd) The Acquiring Fund or In the event the Acquiring Fund Adviser owns, controls or persons controlling, controlled by, holds the power to vote 5% or under common control with the Acquiring Fund Adviser (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) outstanding Shares of the 1940 Act. If, as a result of a decrease in the outstanding voting securities of any Acquired Fund, the Acquiring Fund hereby foregoes and waives any "voting rights" it has in respect of its Advisory Group Shares of the Acquired Fund to the extent that the "voting rights" of the Acquiring Fund equal or its Sub-Advisory Group, each in the aggregate, becomes a holder of more than 25exceed 5% of the outstanding "voting securities rights" of an the shareholders of the Acquired Fund, it will vote its shares in and the same proportion as Acquiring Fund and the vote of all other holders Acquired Fund hereby agree that such portion of the shares Shares of the Acquiring Fund subject to such waiver shall automatically, and without any further action required by either party, be deemed a non-voting interest. For purposes of this Agreement, "voting rights" shall be rights deemed to be the equivalent to the right to vote for the election or removal of a director under applicable interpretations of the term "voting security" under the 1940 Act by the Securities and Exchange Commission or its staff, but for the avoidance of doubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders of the Acquired FundFund under the operative documents of the Acquired Fund that do not constitute "voting rights" under the 1940 Act, shall not be subject to the provisions of this paragraph.

Representations and Obligations of the Acquiring Fund. The Acquiring Fund agrees to: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement; and (c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4. (bd) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. Ifevent that, as a result of a decrease in the outstanding voting securities of any Acquired Fundand for so long as, the Acquiring Fund and its Advisory Group owns, controls or its Sub-Advisory Groupholds the power to vote, each directly or indirectly, shares of beneficial interest of the Acquired Fund (the “Shares”) that provide voting control to the Acquiring Fund of 5% or more of the “voting rights” of the Acquired Fund’s shareholders in the aggregate, becomes a holder of more than 25the Acquiring Fund hereby irrevocably foregoes and waives any “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” equal or exceed 5% of the outstanding “voting securities rights” of an the Acquired Fund’s shareholders in the aggregate; provided, however, that in the event of such waiver, the Acquiring Fund shall maintain the “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” are less than 5% of the “voting rights” of the Acquired Fund’s shareholders in the aggregate. For example, if the Acquiring Fund owns 501 out of 10,000 Shares, it will would retain “voting rights” with respect to 499 of its Shares, and waive its “voting rights” with respect to 2 of its Shares. For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote its shares in for the same proportion as the vote election or removal of all other holders a director under applicable interpretations of the shares term “voting security” under the 1940 Act by the U.S. Securities and Exchange Commission or its staff, but for the avoidance of such Acquired Funddoubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.

Representations and Obligations of the Acquiring Fund. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A12(d)(l)(A), the Acquiring Fund agrees: (i) to comply with all conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule and this Agreement; (iv) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund or this Agreement. (b) The Acquiring Fund or shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliated persons of the Acquiring Fund Adviser or persons controllingFund, controlled by, or under common control with upon the Acquired Fund’s reasonable request. (c) The Acquiring Fund Adviser (the “and its Advisory Group”), or any investment sub-adviser or person controllingas such term is defined in the Rule, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”) will not control (individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. If, as a result of a decrease in the outstanding voting securities of any an Acquired Fund, the an Acquiring Fund and its Advisory Group or its Sub-Advisory Group, each in the aggregate, becomes a holder of hold more than 25% of the outstanding voting securities of an Acquired Fund, it each of those holders will vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of the shares Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) of the 1940 Act to vote securities of the Acquired Fund in the same proportion as the vote of all other holders of such securities, the Acquiring Fund will seek instructions from its security holders with regard to the voting of all proxies with respect to such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, this paragraph shall not apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or the Acquiring Fund’s investment sub-adviser or any person controlling, controlled by or under common control with the Acquiring Fund’s investment sub-adviser acts as the Acquired Fund’s investment adviser or depositor. (d) No Acquiring Fund or an affiliated person of an Acquiring Fund will cause any existing or potential investment by the Acquiring Fund in an Acquired Fund to influence the terms of any services or transactions among: (i) the Acquiring Fund or an affiliated person of an Acquiring Fund; and (ii) the Acquired Fund or an affiliated person of the Acquired Fund. (e) The Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or any primary market purchase of shares by an Acquiring Fund through a broker or other participant of a registered clearing agency.

Representations and Obligations of the Acquiring Fund. The Acquiring Fund agrees to: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement.; (bc) The Acquiring Fund or adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and (d) In the event the Acquiring Fund Adviser owns, controls or persons controlling, controlled by, holds the power to vote 5% or under common control with the Acquiring Fund Adviser (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) outstanding shares of the 1940 Act. If, as a result of a decrease in the outstanding voting securities of any Acquired Fund, the Acquiring Fund hereby foregoes and waives any “voting rights” it has in respect of its Advisory Group shares of the Acquired Fund to the extent that the “voting rights” of the Acquiring Fund equal or its Sub-Advisory Group, each in the aggregate, becomes a holder of more than 25exceed 5% of the outstanding “voting securities rights” of an the shareholders of the Acquired Fund, it will vote its shares in and the same proportion as Acquiring Fund and the vote of all other holders Acquired Fund hereby agree that such portion of the shares of the Acquiring Fund subject to such waiver shall automatically, and without any further action required by either party, be deemed a non-voting interest. For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote for the election or removal of a director under applicable interpretations of the term “voting security” under the 1940 Act by the Securities and Exchange Commission or its staff, but for the avoidance of doubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders of the Acquired FundFund under the operative documents of the Acquired Fund that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.

Representations and Obligations of the Acquiring Fund. The Acquiring Fund agrees to: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement; and (c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4. (bd) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. Ifevent that, as a result of a decrease in the outstanding voting securities of any Acquired Fundand for so long as, the Acquiring Fund owns, controls or holds the power to vote, directly or indirectly, 5% or more of the outstanding shares of common stock of the Acquired Fund (the “Shares”), the Acquiring Fund hereby irrevocably foregoes and its Advisory Group waives any “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” equal or its Sub-Advisory Group, each exceed 5% of the “voting rights” of the Acquired Fund’s shareholders in the aggregate; provided, becomes a holder however, that in the event of more such waiver, the Acquiring Fund shall maintain the “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” are less than 255% of the outstanding “voting securities rights” of an the Acquired Fund’s shareholders in the aggregate. For example, if the Acquiring Fund owns 501 out of 10,000 Shares, it will would retain “voting rights” with respect to 499 of its Shares and waive its “voting rights” with respect to 2 of its Shares. For the avoidance of doubt, the waiver of “voting rights” set forth in this Section 2(d) shall be automatic and shall not require any further action by either party. For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote its shares in for the same proportion as the vote election or removal of all other holders a director under applicable interpretations of the shares term “voting security” under the 1940 Act by the U.S. Securities and Exchange Commission or its staff, but for the avoidance of such doubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders of the Acquired FundFund under the operative documents of the Acquired Fund that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.

Representations and Obligations of the Acquiring Fund. The Acquiring Fund agrees to: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement.; (bc) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”d) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. Ifevent that, as a result of a decrease in the outstanding voting securities of any Acquired Fundand for so long as, the Acquiring Fund and its Advisory Group owns, controls or its Sub-Advisory Groupholds the power to vote, each directly or indirectly, Shares that provide voting control to the Acquiring Fund of 5% or more of the “voting rights” of the Acquired Fund’s shareholders in the aggregate, becomes a holder of more than 25the Acquiring Fund hereby irrevocably foregoes and waives any “voting rights” the Acquiring Fund has with respect to the Shares to extent that such “voting rights” equal or exceed 5% of the outstanding “voting securities rights” of an the Acquired Fund’s shareholders in the aggregate; provided, however, that in the event of such waiver, the Acquiring Fund shall maintain the “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” are less than 5% of the “voting rights” of the Acquired Fund’s shareholders in the aggregate. For example, if the Acquiring Fund owns 501 out of 10,000 Shares, it will would retain “voting rights” with respect to 499 of its Shares, and waive its “voting rights” with respect to 2 of its Shares. For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote its shares in for the same proportion as the vote election or removal of all other holders a director under applicable interpretations of the shares term “voting security” under the 1940 Act by the U.S. Securities and Exchange Commission or its staff, but for the avoidance of such Acquired Funddoubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.

Representations and Obligations of the Acquiring Fund. (a) In connection with any investment by an The Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A)represents, the Acquiring Fund agrees: (i) to warrants, and agrees as follows: a. it will comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; (iv) that investments in the Acquired Fund ; b. it will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement.; (b) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser (the “Advisory Group”), or any investment subc. it will adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”) will not individually or 4; and d. [in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. Ifevent that, as a result of a decrease in the outstanding voting securities of any Acquired Fundand for so long as, the Acquiring Fund and its Advisory Group owns, controls or its Sub-Advisory Groupholds the power to vote, each directly or indirectly, shares of beneficial interest of the Acquired Fund (the “Shares”) that provide voting control to the Acquiring Fund of 5% or more of the “voting rights” of the Acquired Fund’s shareholders in the aggregate, becomes a holder of more than 25the Acquiring Fund hereby irrevocably foregoes and waives any “voting rights” the Acquiring Fund has with respect to the Shares to extent that such “voting rights” equal or exceed 5% of the outstanding “voting securities rights” of an the Acquired Fund’s shareholders in the aggregate; provided, however, that in the event of such waiver, the Acquiring Fund shall maintain the “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” are less than 5% of the “voting rights” of the Acquired Fund’s shareholders in the aggregate. For example, if the Acquiring Fund owns 501 out of 10,000 Shares, it will would retain “voting rights” with respect to 499 of its Shares, and waive its “voting rights” with respect to 2 of its Shares. For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote its shares in for the same proportion as the vote election or removal of all other holders a director under applicable interpretations of the shares term “voting security” under the 1940 Act by the U.S. Securities and Exchange Commission or its staff, but for the avoidance of such Acquired Funddoubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.]

Representations and Obligations of the Acquiring Fund. The Acquiring Fund represents, warrants, and agrees as follows: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to it will comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund it will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement.; (bc) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser it will adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”d) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. Ifevent that, as a result of a decrease in the outstanding voting securities of any Acquired Fundand for so long as, the Acquiring Fund and its Advisory Group owns, controls or its Sub-Advisory Groupholds the power to vote, each directly or indirectly, shares of beneficial interest of the Acquired Fund (the “Shares”) that provide voting control to the Acquiring Fund of 5% or more of the “voting rights” of the Acquired Fund’s shareholders in the aggregate, becomes a holder of more than 25the Acquiring Fund hereby irrevocably foregoes and waives any “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” equal or exceed 5% of the outstanding “voting securities rights” of an the Acquired Fund’s shareholders in the aggregate; provided, however, that in the event of such waiver, the Acquiring Fund shall maintain the “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” are less than 5% of the “voting rights” of the Acquired Fund’s shareholders in the aggregate. For example, if the Acquiring Fund owns 501 out of 10,000 Shares, it will would retain “voting rights” with respect to 499 of its Shares, and waive its “voting rights” with respect to 2 of its Shares. For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote its shares in for the same proportion as the vote election or removal of all other holders a director under applicable interpretations of the shares term “voting security” under the 1940 Act by the U.S. Securities and Exchange Commission or its staff, but for the avoidance of such Acquired Funddoubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.

Representations and Obligations of the Acquiring Fund. The Acquiring Fund agrees to: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund and the BDC if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement; and (c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4. (bd) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. Ifevent that, as a result of a decrease in the outstanding voting securities of any Acquired Fundand for so long as, the Acquiring Fund and its Advisory Group owns, controls or its Sub-Advisory Groupholds the power to vote, each directly or indirectly, units of beneficial interest of the Acquired Fund (the “Units”) that provide voting control to the Acquiring Fund of 5% or more of the “voting rights” of the Acquired Fund’s members in the aggregate, becomes a holder of more than 25the Acquiring Fund hereby irrevocably foregoes and waives any “voting rights” the Acquiring Fund has with respect to the Units to extent that such “voting rights” equal or exceed 5% of the outstanding “voting securities rights” of an the Acquired Fund’s members in the aggregate; provided, however, that in the event of such waiver, the Acquiring Fund shall maintain the “voting rights” the Acquiring Fund has with respect to the Units to the extent that such “voting rights” are less than 5% of the “voting rights” of the Acquired Fund’s members in the aggregate. For example, if the Acquiring Fund owns 501 out of 10,000 Units, it will would retain “voting rights” with respect to 499 of its Units, and waive its “voting rights” with respect to 2 of its Units. For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote its shares in for the same proportion as the vote election or removal of all other holders a director under applicable interpretations of the shares term “voting security” under the 1940 Act by the U.S. Securities and Exchange Commission or its staff, but for the avoidance of such Acquired Funddoubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the members that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.

Representations and Obligations of the Acquiring Fund. The Acquiring Fund represents, warrants, and agrees as follows: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to it will comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund it will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement.; (bc) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser it will adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”d) will not individually or [in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. Ifevent that, as a result of a decrease in the outstanding voting securities of any Acquired Fundand for so long as, the Acquiring Fund and its Advisory Group owns, controls or its Sub-Advisory Groupholds the power to vote, each directly or indirectly, shares of beneficial interest of the Acquired Fund (the “Shares”) that provide voting control to the Acquiring Fund of 5% or more of the “voting rights” of the Acquired Fund’s shareholders in the aggregate, becomes a holder of more than 25the Acquiring Fund hereby irrevocably foregoes and waives any “voting rights” the Acquiring Fund has with respect to the Shares to extent that such “voting rights” equal or exceed 5% of the outstanding “voting securities rights” of an the Acquired Fund’s shareholders in the aggregate; provided, however, that in the event of such waiver, the Acquiring Fund shall maintain the “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” are less than 5% of the “voting rights” of the Acquired Fund’s shareholders in the aggregate. For example, if the Acquiring Fund owns 501 out of 10,000 Shares, it will would retain “voting rights” with respect to 499 of its Shares, and waive its “voting rights” with respect to 2 of its Shares. For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote its shares in for the same proportion as the vote election or removal of all other holders a director under applicable interpretations of the shares term “voting security” under the 1940 Act by the U.S. Securities and Exchange Commission or its staff, but for the avoidance of such Acquired Funddoubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.]

Representations and Obligations of the Acquiring Fund. The Acquiring Fund represents, warrants, and agrees as follows: (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to it will comply with all the terms and conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule 12d1-4 and this Agreement; ; (ivb) that investments in the Acquired Fund it will be consistent with the investment policies set forth in the Acquiring Fund’s registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement.; (bc) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser it will adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and (the “Advisory Group”), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “Sub-Advisory Group”d) will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. Ifevent that, as a result of a decrease in the outstanding voting securities of any Acquired Fundand for so long as, the Acquiring Fund and its Advisory Group owns, controls or its Sub-Advisory Groupholds the power to vote, each directly or indirectly, shares of beneficial interest of the Acquired Fund (the “Shares”) that provide voting control to the Acquiring Fund of 5% or more of the “voting rights” of the Acquired Fund’s shareholders in the aggregate, becomes a holder of more than 25the Acquiring Fund hereby irrevocably foregoes and waives any “voting rights” the Acquiring Fund has with respect to the Shares to extent that such “voting rights” equal or exceed 5% of the outstanding “voting securities rights” of an the Acquired Fund’s shareholders in the aggregate; provided, however, that in the event of such waiver, the Acquiring Fund shall maintain the “voting rights” the Acquiring Fund has with respect to the Shares to the extent that such “voting rights” are less than 5% of the “voting rights” of the Acquired Fund’s shareholders in the aggregate. For example, if the Acquiring Fund owns 501 out of 10,000 Shares, it will would retain “voting rights” with respect to 499 of its Shares, and waive its “voting rights” with respect to 2 of its Shares.For purposes of this Agreement, “voting rights” shall be rights deemed to be the equivalent to the right to vote its shares in for the same proportion as the vote election or removal of all other holders a director under applicable interpretations of the shares term “voting security” under the 1940 Act by the U.S. Securities and Exchange Commission or its staff, but for the avoidance of such Acquired Funddoubt, matters that are presented to the Acquiring Fund in connection with voting and consent rights afforded to the shareholders that do not constitute “voting rights” under the 1940 Act, shall not be subject to the provisions of this paragraph.

Representations and Obligations of the Acquiring Fund. (a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A12(d)(l)(A), the Acquiring Fund agrees: (i) to comply with all conditions of the Rule applicable to Acquiring Fund; (ii) to comply with its obligations under this Agreement; (iii) to participate in the proposed transactions in a manner that addresses the concerns underlying the Rule during such periods when it is investing in reliance on the Rule and this Agreement; (iv) that investments in the Acquired Fund will be consistent with the investment policies set forth in the Acquiring Fund’s 's registration statement; (v) provide the Acquired Fund on a timely basis with any updates to information previously provided under this Agreement that could materially impact the required findings made by the Acquired Fund under the Rule; and (iv) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the Rule or this Agreement. (b) The Acquiring Fund or the Acquiring Fund Adviser or persons controlling, controlled by, or under common control with the Acquiring Fund Adviser (the “"Advisory Group”"), or any investment sub-adviser or person controlling, controlled by, or under common control with an investment sub-adviser to the Acquiring Funds (the “"Sub-Advisory Group”") will not individually or in the aggregate acquire more than 25% of the voting securities of any Acquired Fund or otherwise control any Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. If, as a result of a decrease in the outstanding voting securities of any Acquired Fund, the Acquiring Fund and its Advisory Group or its Sub-Advisory Group, each in the aggregate, becomes a holder of more than 25% of the outstanding voting securities of an Acquired Fund, it will vote its shares in the same proportion as the vote of all other holders of the shares of such Acquired Fund.