Common use of Representations and warranties of Acquired Fund Clause in Contracts

Representations and warranties of Acquired Fund. Acquired Fund represents and warrants to and agrees with Acquiring Fund that: <![if !supportLists]>(a) <![endif]>Acquired Fund is a series of Series Investment Fund, a business trust duly established and validly existing under the laws of The Commonwealth of Massachusetts, and has power to own all of its properties and assets and to carry out its obligations under this Agreement. Series Investment Fund is not required to qualify as a foreign association in any jurisdiction. Each of Series Investment Fund and Acquired Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted and to carry out this Agreement. <![if !supportLists]>(b) <![endif]>Series Investment Fund is registered under the 1940 Act as an open‑end management investment company, and such registration has not been revoked or rescinded and is in full force and effect. <![if !supportLists]>(c) <![endif]>A statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments (indicating their market values) of Acquired Fund as of and for the fiscal year ended December 31, 2004, such statements and schedule having been audited by Deloitte & Touche LLP, independent accountants, have been furnished to Acquiring Fund. Such statement of assets and liabilities and scheduleof investments fairly present the financial position of Acquired Fund as of the date thereof, and such statements of operations and changes in net assets fairly reflect the results of its operations and changes in net assets for the periods covered thereby in conformity with generally accepted accounting principles. <![if !supportLists]>(d) <![endif]>The prospectus and statement of additional information dated May 1, 2004, previously furnished to Acquiring Fund, as modified by any amendment or supplement thereto or any superseding prospectus or statement of additional information in respect thereof in effect prior to the Exchange Date, which will be furnished to Acquiring Fund (collectively, the “Acquired Fund Prospectus”), do not, as of the date hereof, and will not, as of the Exchange Date, 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 not misleading; provided however, that Acquired Fund makes no representation or warranty as to any information in the Acquired Fund Prospectus that does not specifically relate to Acquired Fund. <![if !supportLists]>(e) <![endif]>There are no material legal, administrative or other proceedings pending or, to the knowledge of Series Investment Fund or Acquired Fund, threatened against Series Investment Fund or Acquired Fund which assert liability or may, if successfully prosecuted to their conclusion, result in liability on the part of Series Investment Fund or Acquired Fund. <![if !supportLists]>(f) <![endif]>Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of December 31, 2004, those incurred pursuant to this Agreement,and those incurred in the ordinary course of Acquired Fund’s business as an investment company since such date. Prior to the Exchange Date, Acquired Fund will advise Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to December 31, 2004, whether or not incurred in the ordinary course of business. <![if !supportLists]>(g) <![endif]>No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities or blue sky laws, or the H‑S‑R Act. <![if !supportLists]>(h) <![endif]>The Acquired Fund Proxy Statement, on the date of its filing (i) will comply in all material respects with the provisions of the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) will not 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 not misleading; and on the date of the meeting of Acquired Fund’s shareholders referred to in Section 7(a) below and on the Exchange Date, the Acquired Fund Proxy Statement will not 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 not misleading; provided however, that none of the representations and warranties in this subsection shall apply to statements in or omissions from the Acquired Fund Proxy Statement made in reliance upon and in conformity with information furnished by Series Investment Fund II or Acquiring Fund for use in the Acquired Fund Proxy Statement. <![if !supportLists]>(i) <![endif]>There are no material contracts outstanding to which Acquired Fund is a party, other than as disclosed in the Acquired Fund Prospectus. <![if !supportLists]>(j) <![endif]>All of the issued and outstanding shares of beneficial interest of Acquired Fund have been offered for sale and sold in conformity with all applicable federal securities laws. <![if !supportLists]>(k) <![endif]>Acquired Fund is and will at all times through the Exchange Date qualify for taxation as a “regulated investment company” under Sections 851 and 852 of the Code. <![if !supportLists]>(l) <![endif]>The assets of the Acquired Fund have been and will be at all times through the Exchange Date sufficiently diversified so that each segregated account investing all its assets in Acquired Fund will be within the meaning of Section 817(h) of the Code and the applicable regulations thereunder. <![if !supportLists]>(m) <![endif]>Acquired Fund has filed or will file all federal and state tax returns which, to the knowledge of Series Investment Fund’s officers, are required to be filed by Acquired Fund and has paid or will pay all federal and state taxes shown to be due on said returns or on any assessments received by Acquired Fund. All tax liabilities of Acquired Fund have been adequately provided for on its books, and to the knowledge of Acquired Fund, no tax deficiency or liability of Acquired Fund has been asserted, and no question with respect thereto has been raised, by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. As of the Exchange Date, Acquired Fund is not under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid.

Representations and warranties of Acquired Fund. FV, on behalf of the Acquired Fund Fund, hereby represents and warrants to SCM Trust (only with respect to itself and agrees not with Acquiring Fund that: <![if !supportLists]>(arespect to the other entities contained in the representation and warranty), as follows, which representations and warranties shall be true and correct on both the date hereof and on the Closing Date (as though made on and as of the Closing Date): (a) <![endif]>Acquired The Acquired Fund is a series of Series Investment FundFV duly organized, a business trust duly established and validly existing and in good standing under the laws of The Commonwealth of MassachusettsDelaware Law and is duly qualified, licensed or admitted to do business and has power to own all of its properties and assets and to carry out its obligations under this Agreement. Series Investment Fund is not required to qualify in good standing as a foreign association under the Laws of each jurisdiction in any jurisdictionwhich the nature of the business conducted by it makes such qualification, licensing or admission necessary, except in such jurisdictions where the failure to be so qualified, licensed or admitted and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on its properties or assets or the properties or assets of the Acquired Fund. Each of Series Investment Fund and The Acquired Fund has full power under FV’s declaration of trust to conduct its business as it is now being conducted and to own the properties and assets it now owns for itself and on behalf the Acquired Fund. FV has all necessary federal, state and local authorizations approvals from any applicable Governmental or Regulatory Body necessary to carry on its business as such business is now being conducted carried on. (b) The execution, delivery and performance of this Agreement by FV on behalf of the Acquired Fund, and the consummation of the Fund Transaction contemplated herein, have been duly and validly authorized by the FV Board, and the FV Board has approved the Fund Transaction and has resolved to recommend the Fund Transaction to the shareholders of the Acquired Fund and to carry out call a special meeting of shareholders of the Acquired Fund for the purpose of approving this Agreement and the Fund Transaction. Other than the affirmative “vote of a majority of the outstanding voting securities” (as defined in the 1000 Xxx) of the Acquired Fund, no other action on the part of FV, the Acquired Fund or its shareholders is necessary to authorize the execution, delivery and performance of this Agreement by FV on behalf of the Acquired Fund or the consummation of the Fund Transaction contemplated herein. This Agreement has been duly and validly executed and delivered by FV on behalf of the Acquired Fund and is a legal, valid and binding obligation of FV, as it relates to the Acquired Fund, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting the rights of creditors generally and the exercise of judicial discretion in accordance with general principles of equity). (c) There is an unlimited number of authorized shares of beneficial interest of FV with a par value of $0.01 per share. The issued and outstanding shares of the Acquired Fund are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants or other rights of any kind to acquire from the Acquired Fund, any shares of any class or series or equity interests of the Acquired Fund or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is the Acquired Fund committed to issue any share appreciation or similar rights or options, warrants, rights or securities in connection with any series of shares. (d) FV does not have any subsidiaries. (e) Except for consents, approvals, or waivers to be received prior to Closing, the execution, delivery or performance of this Agreement by FV for itself and on behalf of the Acquired Fund does not, and the consummation of the Fund Transaction contemplated herein will not: (i) violate or conflict with the terms, conditions or provisions of FV’s declaration of trust, or of any contract, agreement, indenture, instrument, or other undertaking to which it is a party or by which it or the Acquired Fund is bound, (ii) result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease or other undertaking to which FV or the Acquired Fund is a party or by which it or the Acquired Fund is bound, (iii) result in a breach or violation by FV or the Acquired Fund of any terms, conditions, or provisions of any Law or Order, or (iv) require any consent or approval of, filing with or notice to, any Governmental or Regulatory Body. (f) Prior to the execution of this Agreement. <![if !supportLists]>(b) <![endif]>Series Investment Fund is registered under , FV has delivered to SCM Trust true and complete copies of the 1940 Act as an open‑end management investment company, and such registration has not been revoked or rescinded and is in full force and effect. <![if !supportLists]>(c) <![endif]>A statement statements of assets and liabilitiesliabilities of the Acquired Fund as of April 30, statement 2017, and the related audited statements of operations, statement of income and changes in net assets and schedule of investments (indicating their market values) of Acquired Fund as of and financial highlights for the fiscal year ended December 31, 2004period then ended. (g) Except as set forth in the notes thereto, such financial statements were prepared in accordance with accounting principles generally accepted in the United States, consistently applied throughout the period then ended, and schedule having been audited by Deloitte & Touche LLP, independent accountants, have been furnished to Acquiring Fund. Such statement of assets and liabilities and scheduleof investments fairly present the financial position condition and results of operations of the Acquired Fund as of the date thereofthereof and for the period covered thereby. (h) Except as reflected or reserved against in the statement of assets and liabilities included in the Acquired Fund’s financial statements as of April 30, 2017 or in the notes thereto, or as previously disclosed in writing to SCM Trust, there are no liabilities against, relating to or affecting the Acquired Fund or any of its properties and assets, other than those incurred in the ordinary course of business consistent with past practice, which, individually or in the aggregate, would have a Material Adverse Effect on FV or its respective properties or assets or on the Acquired Fund or the Acquired Fund’s property or assets. In particular, since April 30, 2017, there has not been any material adverse change in the financial condition, properties, assets, liabilities or business of the Acquired Fund other than changes occurring in the ordinary course of business. For purposes of this paragraph, a decline in net asset value of the Acquired Fund due to declines in market values of securities in its portfolio, the discharge of liabilities, or the redemption of shares representing an interest in the Acquired Fund, shall not constitute a material adverse change. (i) As of the date hereof, except as previously disclosed to SCM Trust in writing, and except as have been corrected as required by applicable Law, and to the best of each of FV’s and the FV Board’s knowledge, there have been no material miscalculations of the net asset value of the Acquired Fund or the net asset value per share during the twelve-month period preceding the date hereof, and all such statements calculations have been made in accordance with the applicable provisions of operations the 1940 Act. (j) The minute books and changes other similar records of FV as made available to SCM Trust prior to the execution of this Agreement contain a true and complete record of all action taken at all meetings and by all written consents in net lieu of meetings of the shareholders of FV and the Acquired Fund, and at all meetings and by all written consents in lieu of meetings of the FV Board and committees of the FV Board. The stock transfer ledgers and other similar records of FV and the Acquired Fund as made available to SCM Trust prior to the execution of this Agreement accurately reflect all record transfers prior to the execution of this Agreement in the shares of the Acquired Fund. (k) FV and the Acquired Fund have maintained, or caused to be maintained on its behalf, all Books and Records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder. (l) There is no Action or Proceeding pending against FV and to FV’s knowledge, threatened against, relating to or affecting, FV and/or the Acquired Fund. (m) No agent, broker, finder or investment or commercial banker, or other Person or firm engaged by or acting on behalf of FV or the Acquired Fund in connection with the negotiation, execution or performance of this Agreement or any other agreement contemplated hereby, or the consummation of the Fund Transaction contemplated hereby, is or will be entitled to any broker’s or finder’s or similar fees or other commissions as a result of the consummation of such Fund Transaction. (n) FV is duly registered as an open-end management investment company under the 1940 Act, and the Acquired Fund is “diversified” within the meaning of Section 5(b)(1) of the 1000 Xxx. (o) As of the date hereof and at the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by Law to have been filed by such dates (including any extensions) have or shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on such returns and reports shall have been paid or provision shall have been made for the payment thereof and no such return is currently under audit and no written assessment has been asserted with respect to such returns. There are no levies, liens, or other encumbrances relating to taxes existing, pending or, to FV’s knowledge, threatened, with respect to the assets fairly reflect of FV, respectively (or with respect to any assets of the results Acquired Fund). (p) For each taxable year of its operations operation (including the taxable year in which the Closing Date occurs), the Acquired Fund has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and changes has elected to be treated as such, and has been eligible to and has computed its federal income tax under Section 852 of the Code. (q) All issued and outstanding shares of the Acquired Fund have been offered and sold in net assets for compliance in all material respects with applicable registration requirements of the periods covered thereby 1933 Act and state securities Laws, are registered under the 1933 Act and under the Laws of all jurisdictions in conformity with generally accepted accounting principleswhich registration is or was required. <![if !supportLists]>(dSuch registrations, including any periodic reports or supplemental filings, were, in all material respects, complete and current at the time the Acquired Fund’s issued and outstanding shares were sold, and all fees required to be paid have been paid. The Acquired Fund was not subject to any “stop order” at the time its issued and outstanding shares were sold, and the Acquired Fund was fully qualified to sell its shares in each jurisdiction in which such shares were registered and sold. (r) <![endif]>The The prospectus and statement of additional information dated May 1, 2004, previously furnished to Acquiring Fund, as modified by any amendment or supplement thereto or any superseding prospectus or statement of additional information in respect thereof in effect the Acquired Fund used at all times prior to the Exchange Date, which will be furnished date of this Agreement conformed at the time of its use in all material respects to Acquiring Fund (collectively, the “Acquired Fund Prospectus”), do not, as applicable requirements of the date hereof1933 Act and the 1940 Act and the rules and regulations of the SEC thereunder, and will not, as of the Exchange Date, contain did not include any untrue statement of a material fact or omit to state a 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 materially misleading. (s) The proxy statement and prospectus and statement of additional information (collectively, the “Proxy Statement/Prospectus”) to be included in SCM Trust’s registration statement on Form N-14 (the “Registration Statement”), and the documents incorporated therein not misleading; provided howeverby reference and any amendment or supplement thereto, that Acquired Fund makes no representation or warranty insofar as to any information in the Acquired Fund Prospectus that does not specifically they relate to Acquired Fund. <![if !supportLists]>(e) <![endif]>There are no material legal, administrative or other proceedings pending or, to the knowledge of Series Investment Fund or Acquired Fund, threatened against Series Investment Fund each comply or Acquired Fund which assert liability or may, if successfully prosecuted to their conclusion, result in liability on the part of Series Investment Fund or Acquired Fund. <![if !supportLists]>(f) <![endif]>Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of December 31, 2004, those incurred pursuant to this Agreement,and those incurred in the ordinary course of Acquired Fund’s business as an investment company since such date. Prior to the Exchange Date, Acquired Fund will advise Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to December 31, 2004, whether or not incurred in the ordinary course of business. <![if !supportLists]>(g) <![endif]>No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities or blue sky laws, or the H‑S‑R Act. <![if !supportLists]>(h) <![endif]>The Acquired Fund Proxy Statement, on the date of its filing (i) will comply in all material respects with the provisions applicable requirements of the 1934 1933 Act and the 1940 Act and the applicable rules and regulations thereunder of the SEC thereunder. The Proxy Statement/Prospectus, Registration Statement and (ii) will the documents incorporated therein by reference and any amendment or supplement thereto, insofar as they relate to the Acquired Fund, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not materially misleading; and on the date of the meeting of Acquired Fund’s shareholders referred to in Section 7(a) below and on the Exchange Dateprovided, the Acquired Fund Proxy Statement will not 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 not misleading; provided however, that none of FV makes no representations or warranties as to the representations information contained in the Proxy Statement/Prospectus, Registration Statement and warranties in this subsection shall apply to statements in the documents incorporated therein by reference and any amendment or omissions from the Acquired Fund Proxy Statement made supplement thereto in reliance upon and in conformity with information furnished by Series Investment Fund II relating to SCM Trust, the Acquiring Fund, or Acquiring Fund for use SCM. (t) Except as previously disclosed in writing to SCM Trust, the Acquired Fund Proxy Statement. <![if !supportLists]>(ihas, and on the Closing Date will have, good and marketable title to its Fund Assets and full right, power, and authority to sell, assign, transfer and deliver such Fund Assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims and equities, and subject to no restrictions on the subsequent transfer thereof. (u) <![endif]>There are no material contracts outstanding The shares of the Acquiring Fund to which Acquired Fund is a party, other than as disclosed in be issued to the Acquired Fund Prospectus. <![if !supportLists]>(j) <![endif]>All pursuant to this agreement will not be acquired for the purpose of the issued and outstanding shares of beneficial interest of Acquired Fund have been offered for sale and sold in conformity with all applicable federal securities laws. <![if !supportLists]>(k) <![endif]>Acquired Fund is and will at all times through the Exchange Date qualify for taxation as a “regulated investment company” under Sections 851 and 852 of the Code. <![if !supportLists]>(l) <![endif]>The assets of making any distribution thereof other than to the Acquired Fund have been and will be at all times through the Exchange Date sufficiently diversified so that each segregated account investing all its assets in Acquired Fund will be within the meaning of Section 817(h) of the Code and the applicable regulations thereunder. <![if !supportLists]>(m) <![endif]>Acquired Fund has filed or will file all federal and state tax returns which, to the knowledge of Series Investment Fund’s officers, are required to be filed by Acquired Fund and has paid or will pay all federal and state taxes shown to be due on said returns or on any assessments received by Acquired Fund. All tax liabilities of Acquired Fund have been adequately shareholders as provided for on its books, and to the knowledge of Acquired Fund, no tax deficiency or liability of Acquired Fund has been asserted, and no question with respect thereto has been raised, by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. As of the Exchange Date, Acquired Fund is not under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paidthis Agreement.

Representations and warranties of Acquired Fund. Acquired Fund represents and warrants to and agrees with Acquiring Fund that: <![if !supportLists]>(aand Merger Sub that (except as disclosed to Acquiring Fund and Merger Sub): (a) <![endif]>Acquired Acquired Fund is a series of Series Investment Fundcorporation duly organized, a business trust duly established and validly existing and in good standing under the laws of The Commonwealth the State of Massachusetts, Delaware and has power to own all of its properties and assets and to carry out its obligations under this Agreement. Series Investment Acquired Fund is not required duly qualified or licensed to qualify do business as a foreign association corporation and is in good standing under the laws of any jurisdictionother jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary. Each of Series Investment Fund and Acquired Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted and to carry out this Agreement. <![if !supportLists]>(b. (b) <![endif]>Series Investment Acquired Fund is registered a closed-end company that has filed an election under the 1940 Act to be regulated as an open‑end management investment a business development company, and such registration election has not been revoked or rescinded and is in full force and effect. <![if !supportLists]>(c. (c) <![endif]>A A statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments (indicating their market values) of Acquired Fund as of and for the fiscal year ended December 31, 20042008, such statements and schedule having been audited by Deloitte & Touche PricewaterhouseCoopers LLP, the Acquired Fund’s independent accountantsregistered public accounting firm, have been furnished to Acquiring Fund. Such statement The statements of assets and liabilities and scheduleof schedules of investments fairly present the financial position of Acquired Fund as of the date thereoftheir date, and such the statements of operations and changes in net assets fairly reflect the results of its operations and changes in net assets for the periods covered thereby in conformity with U.S. generally accepted accounting principles. <![if !supportLists]>(d. (d) <![endif]>The prospectus and statement of additional information dated May 1, 2004, previously furnished to Acquiring Fund, as modified by any amendment or supplement thereto or any superseding prospectus or statement of additional information in respect thereof in effect prior to the Exchange Date, which will be furnished to Acquiring Fund (collectively, the “Acquired Fund Prospectus”), do not, as of the date hereof, and will not, as of the Exchange Date, 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 not misleading; provided however, that Acquired Fund makes no representation or warranty as to any information in the Acquired Fund Prospectus that does not specifically relate to Acquired Fund. <![if !supportLists]>(e) <![endif]>There There are no material legal, administrative or other proceedings pending or, to the knowledge of Series Investment Fund or Acquired Fund, threatened against Series Investment Fund or Acquired Fund which assert liability or which may, if successfully prosecuted to their conclusion, result in liability on the part of Series Investment Fund or Acquired Fund. <![if !supportLists]>(f, other than as have been disclosed in the Registration Statement or otherwise disclosed in writing to the Acquiring Fund. (e) <![endif]>Acquired Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of December 31, 2004, those incurred pursuant to this Agreement,2008 and those incurred in the ordinary course of Acquired Fund’s business as an investment company since such date. Prior to Before the Exchange Closing Date, Acquired Fund will advise Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to December 31, 20042008, whether or not incurred in the ordinary course of business. <![if !supportLists]>(g. (f) <![endif]>No No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities or blue sky laws, laws or the H‑S‑R H-S-R Act. <![if !supportLists]>(h. (g) <![endif]>The Acquired Fund The Registration Statement, the Prospectus and the Proxy Statement, on the date Effective Date of its filing the Registration Statement and insofar as they do not relate to Acquiring Fund (i) will comply complied in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not 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 not misleading; and at the time of the stockholders’ meeting referred to in Section 7(a) below and on the Closing Date, the Prospectus, as amended or supplemented by any amendments or supplements thereto, will not 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 not misleading; and on the date of the meeting of Acquired Fund’s shareholders referred to in Section 7(a) below and on the Exchange Dateprovided, the Acquired Fund Proxy Statement will not 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 not misleading; provided however, that none of the representations and warranties in this subsection shall will apply only to statements in of fact or omissions from the of statements of fact relating to Acquired Fund contained in the Registration Statement, the Prospectus or the Proxy Statement, as such Registration Statement, Prospectus and Proxy Statement made in reliance upon and in conformity with information will be furnished by Series Investment Fund II or Acquiring Fund for use in the to Acquired Fund in definitive form as soon as practicable following effectiveness of the Registration Statement and before any public distribution of the Prospectus or Proxy Statement. <![if !supportLists]>(i. (h) <![endif]>There There are no material contracts outstanding to which Acquired Fund is a party, other than as will be disclosed in the Acquired Fund Prospectus. <![if !supportLists]>(jRegistration Statement or otherwise disclosed in writing to Acquiring Fund. (i) <![endif]>All All of the issued and outstanding shares of beneficial interest of Acquired Fund have been offered for sale and sold in conformity with all applicable federal securities laws. <![if !supportLists]>(k. (j) <![endif]>Acquired For each taxable year of its operation (including the taxable year ending on the Effective Date), Acquired Fund is has met the requirements of Subchapter M of the Code for qualification and will at all times through the Exchange Date qualify for taxation treatment as a “regulated investment company” ”, has elected to be treated as such, and has computed its U.S. federal income tax under Sections 851 and Section 852 of the Code. <![if !supportLists]>(l. (k) <![endif]>The assets As of the Acquired Fund have been and will be at all times through the Exchange Closing Date sufficiently diversified so that each segregated account investing all its assets in Acquired Fund will be within the meaning of Section 817(h) of the Code and the applicable regulations thereunder. <![if !supportLists]>(m) <![endif]>Acquired Effective Time, Acquired Fund has filed or will file all federal federal, state and state other tax returns which, to the knowledge of Series Investment Fund’s officers, are and reports which will have been required to be filed by Acquired Fund and has will have paid or will pay all federal and federal, state or other taxes shown to be due on said returns or on any assessments received by Acquired Fund. All tax liabilities of Acquired Fund , will have been adequately provided for all tax liabilities on its books, and to the knowledge of Acquired Fund, no will not have had any tax deficiency or liability of Acquired Fund has been asserted, and no asserted against it or any question with respect thereto has been raised, raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. As of the Exchange DateClosing Date and the Effective Time, Acquired Fund is will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. (l) On the Closing Date, the Acquired Fund will have good and marketable title to all of its Investments (as defined below) and other assets to be held immediately prior to the Effective Time and Merger Sub will acquire good and marketable title thereto, subject to no encumbrances, liens or security interests whatsoever and without any restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as previously disclosed to Acquiring Fund. As used in this Agreement, the term “Investments” means Acquired Fund’s investments shown on the schedule of its investments as of December 31, 2008, as supplemented with such changes as Acquired Fund makes in connection with its business as a business development company and changes resulting from stock dividends, stock splits, mergers and similar corporate actions.

Representations and warranties of Acquired Fund. Acquired Fund represents and warrants to and agrees with Acquiring Fund that: <![if !supportLists]>(a: (a) <![endif]>Acquired Acquired Fund is a series of Series Investment Fund, a business trust duly established and validly existing under the laws of The Commonwealth of Massachusetts, and has power to own all of its properties and assets and to carry out its obligations under this Agreement. Series Investment Acquired Fund is not required to qualify as a foreign association in any jurisdiction. Each of Series Investment Fund and Acquired Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted and to carry out this Agreement. <![if !supportLists]>(b. (b) <![endif]>Series Investment Acquired Fund is registered under the 1940 Act as an open‑end open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect. <![if !supportLists]>(c. (c) <![endif]>A A statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments (indicating their market values) of Acquired Fund as of and for the fiscal year ended December 31September 30, 20042001, such statements and schedule having been audited by Deloitte & Touche KPMG LLP, independent accountants, have been furnished to Acquiring Fund. Such statement of assets and liabilities and scheduleof schedule of investments fairly present the financial position of Acquired Fund as of the date thereofSeptember 30, 2001, and such statements statement of operations and changes in net assets fairly reflect the results of its operations and changes in net assets for the periods period covered thereby in conformity with generally accepted accounting principles. <![if !supportLists]>(d. (d) <![endif]>The The prospectus and statement of additional information dated May 1January 30, 20042002, previously furnished to Acquiring Fund, as modified by and any amendment or supplement thereto or any superseding prospectus or statement of additional information in respect thereof in effect prior to the Exchange Date, which will be furnished to Acquiring Fund (collectively, collectively the “"Acquired Fund Prospectus”"), do not, as of the date hereof, and will not, as of the Exchange Date, 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 not misleading; provided however, that Acquired Fund makes no representation or warranty as to any information in the Acquired Fund Prospectus that does not specifically relate to Acquired Fund. <![if !supportLists]>(e. (e) <![endif]>There There are no material legal, administrative or other proceedings pending or, to the knowledge of Series Investment Fund or Acquired Fund, threatened against Series Investment Fund or Acquired Fund which assert liability or may, if successfully prosecuted to their conclusion, result in liability on the part of Series Investment Fund or Acquired Fund. <![if !supportLists]>(f, other than as have been disclosed in the Registration Statement. (f) <![endif]>Acquired Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of December 31September 30, 2004, those incurred pursuant to this Agreement,2001 and those incurred in the ordinary course of Acquired Fund’s 's business as an investment company since such date. Prior to the Exchange Date, Acquired Fund will advise Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to December 31September 30, 20042001, whether or not incurred in the ordinary course of business. <![if !supportLists]>(g. (g) <![endif]>No No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities or blue sky laws, or the H‑S‑R H-S-R Act. <![if !supportLists]>(h. (h) <![endif]>The Acquired Fund The Registration Statement, the Prospectus and the Proxy Statement, on the date Effective Date of its filing the Registration Statement and insofar as they do not relate to Acquiring Fund (i) will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) will not 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 not misleading; and on at the date time of the shareholders' meeting of Acquired Fund’s shareholders referred to in Section 7(a) below and on the Exchange Date, the Acquired Fund Proxy Statement Prospectus, as amended or supplemented by any amendments or supplements filed or requested to be filed with the Commission by Acquiring Fund, will not 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 not misleading; provided however, that none of the representations and warranties in this subsection shall apply only to statements of fact relating to Acquired Fund contained in the Registration Statement, the Prospectus or the Proxy Statement, or omissions from the to state in any thereof a material fact relating to Acquired Fund, as such Registration Statement, Prospectus and Proxy Statement shall be furnished to Acquired Fund in definitive form as soon as practicable following effectiveness of the Registration Statement and before any public distribution of the Prospectuses or Proxy Statement made in reliance upon and in conformity with information furnished by Series Investment Fund II or Acquiring Fund for use in the Acquired Fund Proxy Statement. <![if !supportLists]>(iStatements. (i) <![endif]>There There are no material contracts outstanding to which Acquired Fund is a party, other than as will be disclosed in the Acquired Fund Prospectus. <![if !supportLists]>(jProspectus or the Proxy Statement. (j) <![endif]>All All of the issued and outstanding shares of beneficial interest of Acquired Fund have been offered for sale and sold in conformity with all applicable federal securities laws. <![if !supportLists]>(k. (k) <![endif]>Acquired Acquired Fund is and will at all times through the Exchange Date qualify for taxation as a “"regulated investment company” " under Sections 851 and 852 of the Code. <![if !supportLists]>(l. (l) <![endif]>The assets of the Acquired Fund have been and will be at all times through the Exchange Date sufficiently diversified so that each segregated account investing all its assets in Acquired Fund will be within the meaning of Section 817(h) of the Code and the applicable regulations thereunder. <![if !supportLists]>(m) <![endif]>Acquired Fund has filed or will file all federal and state tax returns which, to the knowledge of Series Investment Acquired Fund’s 's officers, are required to be filed by Acquired Fund and has paid or will pay all federal and state taxes shown to be due on said returns or on any assessments received by Acquired Fund. All tax liabilities of Acquired Fund have been adequately provided for on its books, and to the knowledge of Acquired Fund, no tax deficiency or liability of Acquired Fund has been asserted, and no question with respect thereto has been raised, by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. As of the Exchange Date, Acquired Fund is not under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. (m) At both the Valuation Time and the Exchange Date, Acquired Fund will have full right, power and authority to sell, assign, transfer and deliver the Investments and any other assets and liabilities of Acquired Fund to be transferred to Acquiring Fund pursuant to this Agreement. At the Exchange Date, subject only to the delivery of the Investments and any such other assets and liabilities as contemplated by this Agreement, Acquiring Fund will acquire the Investments and any such other assets and liabilities subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof (except for such restrictions as previously disclosed to Acquiring Fund by Acquired Fund). As used in this Agreement, the term "Investments" shall mean Acquired Fund's investments shown on the schedule of its investments as of September 30, 2001 referred to in Section 2(c) hereof, as supplemented with such changes as Acquired Fund shall make, and changes resulting from stock dividends, stock splits, mergers and similar corporate actions.

Representations and warranties of Acquired Fund. Acquired Fund represents and warrants to and agrees with Acquiring Fund that: <![if !supportLists]>(aand Merger Sub that (except as disclosed to Acquiring Fund and Merger Sub): (a) <![endif]>Acquired Acquired Fund is a series of Series Investment Fundcorporation duly organized, a business trust duly established and validly existing and in good standing under the laws of The Commonwealth the State of Massachusetts, Delaware and has power to own all of its properties and assets and to carry out its obligations under this Agreement. Series Investment Acquired Fund is not required duly qualified or licensed to qualify do business as a foreign association corporation and is in good standing under the laws of any jurisdictionother jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary. Each of Series Investment Fund and Acquired Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted and to carry out this Agreement. <![if !supportLists]>(b. (b) <![endif]>Series Investment Acquired Fund is registered a closed-end company that has filed an election under the 1940 Act to be regulated as an open‑end management investment a business development company, and such registration election has not been revoked or rescinded and is in full force and effect. <![if !supportLists]>(c. (c) <![endif]>A A statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments (indicating their market values) of Acquired Fund as of and for the fiscal year ended December 31, 20042008, such statements and schedule having been audited by Deloitte & Touche PricewaterhouseCoopers LLP, the Acquired Fund's independent accountantsregistered public accounting firm, have been furnished to Acquiring Fund. Such statement The statements of assets and liabilities and scheduleof schedules of investments fairly present the financial position of Acquired Fund as of the date thereoftheir date, and such the statements of operations and changes in net assets fairly reflect the results of its operations and changes in net assets for the periods covered thereby in conformity with U.S. generally accepted accounting principles. <![if !supportLists]>(d. (d) <![endif]>The prospectus and statement of additional information dated May 1, 2004, previously furnished to Acquiring Fund, as modified by any amendment or supplement thereto or any superseding prospectus or statement of additional information in respect thereof in effect prior to the Exchange Date, which will be furnished to Acquiring Fund (collectively, the “Acquired Fund Prospectus”), do not, as of the date hereof, and will not, as of the Exchange Date, 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 not misleading; provided however, that Acquired Fund makes no representation or warranty as to any information in the Acquired Fund Prospectus that does not specifically relate to Acquired Fund. <![if !supportLists]>(e) <![endif]>There There are no material legal, administrative or other proceedings pending or, to the knowledge of Series Investment Fund or Acquired Fund, threatened against Series Investment Fund or Acquired Fund which assert liability or which may, if successfully prosecuted to their conclusion, result in liability on the part of Series Investment Fund or Acquired Fund. <![if !supportLists]>(f, other than as have been disclosed in the Registration Statement or otherwise disclosed in writing to the Acquiring Fund. (e) <![endif]>Acquired Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of December 31, 2004, those incurred pursuant to this Agreement,2008 and those incurred in the ordinary course of Acquired Fund’s 's business as an investment company since such date. Prior to Before the Exchange Closing Date, Acquired Fund will advise Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to December 31, 20042008, whether or not incurred in the ordinary course of business. <![if !supportLists]>(g. (f) <![endif]>No No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities or blue sky laws, laws or the H‑S‑R H-S-R Act. <![if !supportLists]>(h. (g) <![endif]>The Acquired Fund The Registration Statement, the Prospectus and the Proxy Statement, on the date Effective Date of its filing the Registration Statement and insofar as they do not relate to Acquiring Fund (i) will comply complied in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) did not 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 not misleading; and at the time of the stockholders' meeting referred to in Section 7(a) below and on the Closing Date, the Prospectus, as amended or supplemented by any amendments or supplements thereto, will not 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 not misleading; and on the date of the meeting of Acquired Fund’s shareholders referred to in Section 7(a) below and on the Exchange Dateprovided, the Acquired Fund Proxy Statement will not 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 not misleading; provided however, that none of the representations and warranties in this subsection shall will apply only to statements in of fact or omissions from the of statements of fact relating to Acquired Fund contained in the Registration Statement, the Prospectus or the Proxy Statement, as such Registration Statement, Prospectus and Proxy Statement made in reliance upon and in conformity with information will be furnished by Series Investment Fund II or Acquiring Fund for use in the to Acquired Fund in definitive form as soon as practicable following effectiveness of the Registration Statement and before any public distribution of the Prospectus or Proxy Statement. <![if !supportLists]>(i. (h) <![endif]>There There are no material contracts outstanding to which Acquired Fund is a party, other than as will be disclosed in the Acquired Fund Prospectus. <![if !supportLists]>(jRegistration Statement or otherwise disclosed in writing to Acquiring Fund. (i) <![endif]>All All of the issued and outstanding shares of beneficial interest of Acquired Fund have been offered for sale and sold in conformity with all applicable federal securities laws. <![if !supportLists]>(k. (j) <![endif]>Acquired For each taxable year of its operation (including the taxable year ending on the Effective Date), Acquired Fund is has met the requirements of Subchapter M of the Code for qualification and will at all times through the Exchange Date qualify for taxation treatment as a “"regulated investment company” ", has elected to be treated as such, and has computed its U.S. federal income tax under Sections 851 and Section 852 of the Code. <![if !supportLists]>(l. (k) <![endif]>The assets As of the Acquired Fund have been and will be at all times through the Exchange Closing Date sufficiently diversified so that each segregated account investing all its assets in Acquired Fund will be within the meaning of Section 817(h) of the Code and the applicable regulations thereunder. <![if !supportLists]>(m) <![endif]>Acquired Effective Time, Acquired Fund has filed or will file all federal federal, state and state other tax returns which, to the knowledge of Series Investment Fund’s officers, are and reports which will have been required to be filed by Acquired Fund and has will have paid or will pay all federal and federal, state or other taxes shown to be due on said returns or on any assessments received by Acquired Fund. All tax liabilities of Acquired Fund , will have been adequately provided for all tax liabilities on its books, and to the knowledge of Acquired Fund, no will not have had any tax deficiency or liability of Acquired Fund has been asserted, and no asserted against it or any question with respect thereto has been raised, raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. As of the Exchange DateClosing Date and the Effective Time, Acquired Fund is will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. (l) On the Closing Date, the Acquired Fund will have good and marketable title to all of its Investments (as defined below) and other assets to be held immediately prior to the Effective Time and Merger Sub will acquire good and marketable title thereto, subject to no encumbrances, liens or security interests whatsoever and without any restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as previously disclosed to Acquiring Fund. As used in this Agreement, the term "Investments" means Acquired Fund's investments shown on the schedule of its investments as of December 31, 2008, as supplemented with such changes as Acquired Fund makes in connection with its business as a business development company and changes resulting from stock dividends, stock splits, mergers and similar corporate actions.

Representations and warranties of Acquired Fund. Acquired Fund represents and warrants to and agrees with Acquiring Fund that: <![if !supportLists]>(a: (a) <![endif]>Acquired Acquired Fund is a series of Series Xxxxxx Investment FundFunds, a business trust duly established and validly existing under the laws of The Commonwealth of Massachusetts, and has power to own all of its properties and assets and to carry out its obligations under this Agreement. Series Xxxxxx Investment Fund Funds is not required to qualify as a foreign association in any jurisdiction. Each of Series Xxxxxx Investment Fund and Acquired Fund Funds has all necessary federal, state and local authorizations to carry on its business as now being conducted and to carry out this Agreement. <![if !supportLists]>(b. (b) <![endif]>Series Xxxxxx Investment Fund Funds is registered under the 1940 Act as an open‑end open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect. <![if !supportLists]>(c. (c) <![endif]>A A statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments (indicating their market values) of Acquired Fund as of and for the fiscal year ended December August 31, 2004, 2001 such statements and schedule having been audited by Deloitte & Touche KPMG LLP, independent accountants, have been furnished to Acquiring Fund. Such statement of assets and liabilities and scheduleof schedule of investments fairly present the financial position of Acquired Fund as of the date thereofAugust 31, 2001, and such statements statement of operations and changes in net assets fairly reflect the results of its operations and changes in net assets for the periods period covered thereby in conformity with generally accepted accounting principles. <![if !supportLists]>(d. (d) <![endif]>The The prospectus and statement of additional information dated May 1December 30, 20042001, previously furnished to Acquiring Fund, as modified by and any amendment or supplement thereto or any superseding prospectus or statement of additional information in respect thereof in effect prior to the Exchange Date, which will be furnished to Acquiring Fund (collectively, collectively the “"Acquired Fund Prospectus”"), do not, as of the date hereof, and will not, as of the Exchange Date, 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 not misleading; provided however, that Acquired Fund makes no representation or warranty as to any information in the Acquired Fund Prospectus that does not specifically relate to Acquired Fund. <![if !supportLists]>(e. (e) <![endif]>There There are no material legal, administrative or other proceedings pending or, to the knowledge of Series Investment Fund or Acquired Fund, threatened against Series Investment Fund or Acquired Fund which assert liability or may, if successfully prosecuted to their conclusion, result in liability on the part of Series Investment Fund or Acquired Fund. <![if !supportLists]>(f, other than as have been disclosed in the Registration Statement. (f) <![endif]>Acquired Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of December August 31, 2004, those incurred pursuant to this Agreement,2001 and those incurred in the ordinary course of Acquired Fund’s 's business as an investment company since such date. Prior to the Exchange Date, Acquired Fund will advise Acquiring Fund of all material liabilities, contingent or otherwise, incurred by it subsequent to December August 31, 20042001, whether or not incurred in the ordinary course of business. <![if !supportLists]>(g. (g) <![endif]>No No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities or blue sky laws, or the H‑S‑R H-S-R Act. <![if !supportLists]>(h. (h) <![endif]>The Acquired Fund The Registration Statement, the Prospectus and the Proxy Statement, on the date Effective Date of its filing the Registration Statement and insofar as they do not relate to Acquiring Fund (i) will comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder and (ii) will not 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 not misleading; and on at the date time of the shareholders' meeting of Acquired Fund’s shareholders referred to in Section 7(a) below and on the Exchange Date, the Acquired Fund Proxy Statement Prospectus, as amended or supplemented by any amendments or supplements filed or requested to be filed with the Commission by Acquiring Fund, will not 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 not misleading; provided however, that none of the representations and warranties in this subsection shall apply only to statements of fact relating to Acquired Fund contained in the Registration Statement, the Prospectus or the Proxy Statement, or omissions from the to state in any thereof a material fact relating to Acquired Fund, as such Registration Statement, Prospectus and Proxy Statement shall be furnished to Acquired Fund in definitive form as soon as practicable following effectiveness of the Registration Statement and before any public distribution of the Prospectuses or Proxy Statement made in reliance upon and in conformity with information furnished by Series Investment Fund II or Acquiring Fund for use in the Acquired Fund Proxy Statement. <![if !supportLists]>(iStatements. (i) <![endif]>There There are no material contracts outstanding to which Acquired Fund is a party, other than as will be disclosed in the Acquired Fund Prospectus. <![if !supportLists]>(jProspectus or the Proxy Statement. (j) <![endif]>All All of the issued and outstanding shares of beneficial interest of Acquired Fund have been offered for sale and sold in conformity with all applicable federal securities laws. <![if !supportLists]>(k. (k) <![endif]>Acquired Acquired Fund is and will at all times through the Exchange Date qualify for taxation as a “"regulated investment company” " under Sections 851 and 852 of the Code. <![if !supportLists]>(l. (l) <![endif]>The assets of the Acquired Fund have been and will be at all times through the Exchange Date sufficiently diversified so that each segregated account investing all its assets in Acquired Fund will be within the meaning of Section 817(h) of the Code and the applicable regulations thereunder. <![if !supportLists]>(m) <![endif]>Acquired Fund has filed or will file all federal and state tax returns which, to the knowledge of Series Investment Acquired Fund’s 's officers, are required to be filed by Acquired Fund and has paid or will pay all federal and state taxes shown to be due on said returns or on any assessments received by Acquired Fund. All tax liabilities of Acquired Fund have been adequately provided for on its books, and to the knowledge of Acquired Fund, no tax deficiency or liability of Acquired Fund has been asserted, and no question with respect thereto has been raised, by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. As of the Exchange Date, Acquired Fund is not under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. (m) At both the Valuation Time and the Exchange Date, Acquired Fund will have full right, power and authority to sell, assign, transfer and deliver the Investments and any other assets and liabilities of Acquired Fund to be transferred to Acquiring Fund pursuant to this Agreement. At the Exchange Date, subject only to the delivery of the Investments and any such other assets and liabilities as contemplated by this Agreement, Acquiring Fund will acquire the Investments and any such other assets and liabilities subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof (except for such restrictions as previously disclosed to Acquiring Fund by Acquired Fund). As used in this Agreement, the term "Investments" shall mean Acquired Fund's investments shown on the schedule of its investments as of August 31, 2001 referred to in Section 2(c) hereof, as supplemented with such changes as Acquired Fund shall make, and changes resulting from stock dividends, stock splits, mergers and similar corporate actions.