Representations of the Acquired Funds. 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 Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
Representations of the Acquired Funds. In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations set forth in Section 12(d)(1)(A) of the 1940 Act, the Acquired Fund agrees to: (i) comply with all conditions of the Rule applicable to the Acquired Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund or this Agreement.
Representations of the Acquired Funds. In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) or knowing sale of shares by an Acquired Fund, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.
Representations of the Acquired Funds. In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) in reliance on the Rule, the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff (“Staff”) from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
Representations of the Acquired Funds. (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 Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) An Acquiring Fund shall promptly notify an Acquired Fund:
(i) when the Acquiring Fund acquires or ceases to hold more than 3% and more than 5% of such Acquired Fund's total outstanding voting securities; and
(ii) when the Acquiring Fund and its "advisory group," individually or in the aggregate, acquires or ceases to hold more than 25% of such Acquired Fund's total outstanding voting securities.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an "affiliated person" (as defined under the 1940 Act) that is (i) a broker-dealer, (ii) a broker-dealer or bank that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer will: (a) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund's total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at the time of purchase no longer complies.
(d) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of investments by the Acquiring Fund and its "advisory group" in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund's reasonable request.
Representations of the Acquired Funds. 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 Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to “acquired funds” under the Rule; (ii) comply with its obligations under this Agreement; (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule, as interpreted or modified by the SEC or its Staff from time to time, with respect to an investment by the Acquiring Fund, or this Agreement; and (iv) promptly notify the Guggenheim Funds in writing if any series of Acquired Fund Registrant cannot be an Acquired Fund into which an Acquiring Fund may invest pursuant to this Agreement, including, without limitation, where a series of Acquired Fund Registrant is not eligible to be an Acquired Fund as a result of its holdings in other investment companies or Private Funds. In addition, each Acquired Fund agrees to treat any information provided by the Acquiring Fund under Section 1 of this Agreement confidentially and to use such information only for purposes set forth in this Agreement.
Representations of the Acquired Funds. In connection with any investments by the Acquiring Funds in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), each Acquired Fund agrees to:
a. Limit its acquisition of securities of investment companies and companies that would be investment companies but for the exclusion from the definition of investment company in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act to an aggregate amount that does not exceed 10% of the Acquired Fund’s total assets, exclusive of investments in (A) reliance on Section 12(d)(1)(E) of the 1940 Act; (B) reliance on Rule 12d1-1 under the 1940 Act; (C) a subsidiary that is wholly-owned and controlled by the Acquired Fund; (D) securities received as a dividend or as a result of a plan of reorganization of a company; or (E) securities of another investment company received pursuant to exemptive relief from the SEC to engage in interfund borrowing and lending transactions;
b. Disclose in its registration statement that it is subject to the 10% limitation set forth in Section 2(a) of this Agreement;
c. Comply with the conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to the Acquired Fund;
d. Comply with its obligations under this Agreement; and
e. Promptly notify the Acquiring Funds if such Acquired Fund fails to comply with the Rule with respect to investments by the Acquiring Funds, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
Representations of the Acquired Funds. 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 Acquired Fund agrees to: (i) comply with all conditions of the Rule; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.
Representations of the Acquired Funds. (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) or Section 12(d)(1)(C) or knowing sale of shares by an Acquired Fund, the Distributor, or a Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its Staff from time to time, or fails to comply with this Agreement.
Representations of the Acquired Funds. 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 Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to “acquired funds” under the Rule; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund materially fails to comply with the Rule, as interpreted or modified by the SEC or its Staff from time to time, with respect to an investment by the Acquiring Fund, or this Agreement. In addition, each Acquired Fund agrees to treat any information provided by the Acquiring Fund under Section 1 or 3 of this Agreement confidentially and to use such information only for purposes set forth in this Agreement.
