Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement. (b) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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. (c) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. (d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall 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.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (Exchange Listed Funds Trust), Fund of Funds Investment Agreement (Exchange Traded Concepts Trust)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any investment that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 Xxx) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed-income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list and shall notify the Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities.
D. Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund.
(c) The ’s total outstanding voting securities. A. Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as such term is defined in the Ruleapplicable, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the Acquired Fund amount noted in the same proportion as the vote of all other holders of such securitiesIII.A., 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, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, III.B. 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 depositorIII.C. above.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (GPS Funds II), Fund of Funds Investment Agreement (GPS Funds I)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 Xxx1940 Act) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed-income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each and shall notify the Acquired Trust with a complete list Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities.
D. Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund’s total outstanding voting securities.
(c) The E. Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as such term is defined in the Ruleapplicable, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in Sections III.B., III.C. or III.D. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund’s investments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding affiliates of 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 upon the Acquired Fund’s investment adviser reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (Northwestern Mutual Series Fund Inc), Fund of Funds Investment Agreement (Transamerica Funds)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund's total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an “in writing a list of the names of each "affiliated person” " (as defined under the 0000 Xxx) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed- income securities, (iv) a bank that provides credit support or structures money market securities or (iiiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list and shall notify the Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s 's total outstanding voting securities without prior approval from securities.
D. Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund's total outstanding voting securities.
(c) The E. Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as such term is defined in the Ruleapplicable, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in Sections III.B., III.C. or III.D. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund's investments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding affiliates of 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 upon the Acquired Fund’s investment adviser 's reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (Voya INVESTORS TRUST), Fund of Funds Investment Agreement (Voya MUTUAL FUNDS)
Representations of the Acquiring 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 Acquiring 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 the Acquiring FundsFund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its an investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein to the contrary, any The members of an Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
Advisory Group (c) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule) will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act. The members of an Acquiring Fund’s Sub- Advisory Group (as such term is defined in the Rule), if any, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) . If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Fund’s Advisory Group or an Acquiring Fund’s Sub-Advisory Group, each in the aggregate, hold becomes a holder of more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders the Acquiring Fund will vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of the 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, neither none of the foregoing provisions of this paragraph nor the preceding paragraph (c) shall apply if to an Acquiring Fund Sub-Advisory Group with respect to an Acquired Fund for which the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, Sub-Adviser or the Acquiring Fund’s investment sub-adviser or any a person controlling, controlled by or under common control with the Acquiring Fund’s investment subFund Sub-adviser Adviser acts as the Acquired Fund’s investment adviser or depositorwithin the meaning of Section 2(a)(20)(A) of the 1940 Act.
(c) Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any direct purchase of Creation Units by an Acquiring Fund.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (Exchange Listed Funds Trust), Fund of Funds Investment Agreement (Exchange Traded Concepts Trust)
Representations of the Acquiring 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)(A12(d)(l)(A), the Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) No Acquiring Fund or affiliated person (as defined in the 1940 Act) of an Acquiring Fund (each, an “Acquiring Fund Affiliate”) will cause any existing or potential investment by the Acquiring Fund in an Acquired Fund to influence the terms of any services or transactions between or among the Acquiring Fund or Acquiring Fund Affiliates and the Acquired Fund or an affiliated person of an Acquired Fund.
(c) The Investing Company, on behalf of each Acquiring Fund, acknowledges and agrees that each Acquiring Fund and its Acquiring Fund Affiliates will only be entitled to receive information about an Acquired Fund that such Acquired Fund is permitted to give any of its other shareholders.
(d) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of notify the Acquired Fund in the same proportion as the vote of all other holders of the Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required if any investment 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 that complied with regard to 3(d)(a) at the voting time of all proxies with respect to such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall 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 depositorpurchase no longer complies.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (First Trust Exchange-Traded Fund Viii), Fund of Funds Investment Agreement (First Trust Series Fund)
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired 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 of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more 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 0000 Xxx1940 Act) that is: (i) a broker or dealerbroker-dealer (not including any limited purpose broker-dealer that does not execute trades for an Acquired Fund), (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The notify the Acquired Fund if any investment by the Acquiring Fund and its Advisory Group, as such term is defined in that complied with (a) at the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning time of Section 2(a)(9) of the 1940 Actpurchase no longer complies.
(d) If, as a result An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of a decrease such Acquiring Fund’s investments in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% information regarding affiliates of the outstanding voting securities of an Acquired Acquiring Fund, each of those holders will vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of upon the 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, neither this paragraph nor the preceding paragraph shall 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 depositorreasonable request.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (IndexIQ Active ETF Trust), Fund of Funds Investment Agreement (IndexIQ ETF Trust)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) b. An Acquiring Fund shall promptly notify an Acquired Fund of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more 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 0000 Xxx) that is: (i) a broker or dealerbroker-dealer (not including any limited purpose broker-dealer that does not execute trades for an Acquired Fund), (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(c) The d. An Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) shall provide an Acquired Fund within with information regarding the meaning amount of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease such Acquiring Fund’s investments in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% information regarding affiliates of the outstanding voting securities of an Acquired Acquiring Fund, each of those holders will vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of upon the 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, neither this paragraph nor the preceding paragraph shall 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 depositorreasonable request.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (Mainstay Vp Funds Trust), Fund of Funds Investment Agreement (Mainstay Funds)
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired 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 of any purchase or acquisition of shares in an Acquired Fund in excess of the limits of Section 12(d)(1)(A)(i).
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “"affiliated person” " (as defined under the 0000 Xxx) that is: (i) a broker or dealerdealer (not including any limited purpose broker-dealer that does not execute securities transactions for an Acquired Fund and does not invest in an Acquired Fund for its own principal account), (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “"Affiliates”"), will: (a) provide each the Acquired Trust Fund with a complete list of such Affiliates (“"List of Affiliates”") on or before the effective date of this Agreement; (b) promptly provide each the Acquired Trust Fund with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s 's total outstanding voting securities without prior approval from the Acquired Fund.
(cd) The An Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) shall provide an Acquired Fund within with information regarding the meaning amount of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease such Acquiring Fund's investments in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% information regarding affiliates of the outstanding voting securities of an Acquired Acquiring Fund, each of those holders will vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of upon the 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, neither this paragraph nor the preceding paragraph shall 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's reasonable request.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (DBX Etf Trust), Fund of Funds Investment Agreement (DBX Etf Trust)
Representations of the Acquiring 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)(A12(d)(l)(A), the Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) No Acquiring Fund or affiliated person (as defined in the 0000 Xxx) of an Acquiring Fund (each, an "Acquiring Fund Affiliate") will cause any existing or potential investment by the Acquiring Fund in an Acquired Fund to influence the terms of any services or transactions between or among the Acquiring Fund or Acquiring Fund Affiliates and the Acquired Fund or an affiliated person of an Acquired Fund.
(c) The Investing Company, on behalf of each Acquiring Fund, acknowledges and agrees that each Acquiring Fund and its Acquiring Fund Affiliates will only be entitled to receive information about an Acquired Fund that such Acquired Fund is permitted to give any of its other shareholders.
(d) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “"affiliated person” " (as defined under the 0000 Xxx) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s 's total outstanding voting securities without prior approval from the Acquired Fund.
, and (cb) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of notify the Acquired Fund in the same proportion as the vote of all other holders of the Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required if any investment 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 that complied with regard to (a) at the voting time of all proxies with respect to such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall 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 depositorpurchase no longer complies.
Appears in 2 contracts
Samples: Participation Agreement (GPS Funds II), Fund of Funds Investment Agreement (GPS Funds I)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 Xxx1940 Act) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each and shall notify the Acquired Trust with a complete list Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities.
D. Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund’s total outstanding voting securities.
(c) The E. Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as such term is defined in the Ruleapplicable, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in Sections III.B., III.C. or III.D. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund’s investment in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding affiliates of 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 upon the Acquired Fund’s investment adviser reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (Managed Portfolio Series), Fund of Funds Investment Agreement (Tidal ETF Trust)
Representations of the Acquiring 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)(A12(d)(l)(A), the Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) No Acquiring Fund or affiliated person (as defined in the 1940 Act) of an Acquiring Fund (each, an “Acquiring Fund Affiliate”) will cause any existing or potential investment by the Acquiring Fund in an Acquired Fund to influence the terms of any services or transactions between or among the Acquiring Fund or Acquiring Fund Affiliates and the Acquired Fund or an affiliated person of an Acquired Fund.
(c) The Investing Company, on behalf of each Acquiring Fund, acknowledges and agrees that each Acquiring Fund and its Acquiring Fund Affiliates will only be entitled to receive information about an Acquired Fund that such Acquired Fund is permitted to give any of its other shareholders.
(d) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(ce) The Any of the provisions of this Agreement notwithstanding, each Acquiring Fund represents and its Advisory Groupwarrants to the Acquired Funds that they operate, as such term is defined and will continue to operate, in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of compliance with the 1940 Act.
(d) If, as a result of a decrease and the SEC’s rules and regulations thereunder. Each Acquiring Fund agrees that each Acquired Fund is entitled to rely on the representations contained in the outstanding voting securities of an this Agreement and that each Acquired Fund, Fund has no independent duty to monitor an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; providedor their investment advisers’ or, howeverif applicable, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required by their subadvisers’ compliance with this provision or otherwise under the Rule or Section 12(d)(1) of Agreement, 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, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired FundAct, or the Acquiring FundSEC’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 depositorrules and regulations thereunder.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (Six Circles Trust), Fund of Funds Investment Agreement (Six Circles Trust)
Representations of the Acquiring Funds. (a) In connection with any investment investments by an the Acquiring Fund Funds in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the each Acquiring Fund agrees to: :
(ia) comply with all conditions of Limit acquisition by the Acquiring Fund and its “advisory group” (as defined in the Rule, as interpreted or modified by the SEC or its Staff from time ) to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such no more than 25% of an Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.’s outstanding voting securities;
(b) Notwithstanding anything herein to If the contrary, any Acquiring Fund that has an and its “affiliated personadvisory group” (as defined under in the 0000 XxxRule) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list hold more than 25% of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(c) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of the Acquired Fund securities in the same proportion as the vote of all other holders of the Acquired Fund’s sharessuch securities; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required by this provision the Rule 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 ;
(c) Comply with all conditions of the foregoingRule, neither as interpreted or modified by the SEC or its Staff from time to time, applicable to the Acquiring Fund;
(d) Comply with its obligations under this paragraph nor Agreement; and
(e) Promptly notify the preceding paragraph shall apply Acquired Fund if the Acquiring Fund is fails to comply with the Rule with respect to its investments in the same group of investment companies (as defined in the Rule) as an such Acquired Fund, as interpreted or modified by the Acquiring Fund’s investment sub-adviser SEC or any person controllingits Staff from time to time, controlled by or under common control with the Acquiring Fund’s investment sub-adviser acts as the Acquired Fund’s investment adviser or depositorthis Agreement.
Appears in 2 contracts
Samples: Fund of Funds Investment Agreement (Investment Managers Series Trust), Fund of Funds Investment Agreement (Natixis Funds Trust IV)
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff staff from time to time, or this Agreement.
(b) Notwithstanding anything herein to the contrary, any Each Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: acknowledges that:
(i) a broker or dealer, it may not rely on this Agreement to invest in Acquired Funds designated as “Ineligible Funds” on the list of Ineligible Funds attached as Appendix B hereto (the “Ineligible Funds List”);
(ii) a bank or bank holding companythe Ineligible Funds List may be updated from time to time, or and such updated Ineligible Funds List shall be effective as of the close of business on the date of its distribution to the Acquiring Fund via electronic mail at the address provided by the Acquiring Fund pursuant to Section 5 of this Agreement, subject to the notice provision in Section 2(b)(iii) of this Agreement as applicable, and it is the Acquiring Fund’s obligation to review the most recently distributed Ineligible Funds List prior to making investments under this Agreement.
(iii) a futures commission merchant or a swap dealerIf an Acquired Fund will be moved to the Ineligible Funds List, (collectively, “Affiliates”), will: (a) the Acquired Fund will provide each Acquired Trust with a complete list 90 days advance notice of such Affiliates (“List of Affiliates”) on or before this change to the effective date Acquiring Fund pursuant to Section 5 of this Agreement; (b) promptly provide , unless otherwise agreed upon by each party. Following the 90-day notice period, the Acquired Trust with Fund will distribute an updated Ineligible Funds List pursuant to Section 5 of Affiliates following any change to such list; this Agreement and (c) not make an investment in an Acquired Fund that causes such Acquiring Fund may not rely on this Agreement to hold 5% or more invest in such Ineligible Fund as of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fundclose of business on the date of the distribution of the Ineligible Funds List.
(c) The Each Acquiring Fund and agrees that, upon any termination of its Advisory Group, advisory agreement (including as such term is a result of an “assignment” as defined in Section 2(a)(4) of the Rule1940 Act), will not control (individually or in the aggregate) an it shall promptly notify each Acquired Fund within and shall refrain from acquiring any additional securities of any Acquired Fund in excess of the meaning of Section 2(a)(9limitations set forth in Sections 12(d(1)(A) or 12(d)(1)(C) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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 securitiesUpon request, 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, neither this paragraph nor the preceding paragraph shall 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 provide the Acquired Fund’s investment adviser or depositorFunds with a list of affiliates.
Appears in 1 contract
Samples: Investment Agreement (Ft 11028)
Representations of the Acquiring 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)(A12(d)(l)(A), the Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) No Acquiring Fund or affiliated person (as defined in the 1000 Xxx) of an Acquiring Fund (each, an "Acquiring Fund Affiliate") will cause any existing or potential investment by the Acquiring Fund in an Acquired Fund to influence the terms of any services or transactions between or among the Acquiring Fund or Acquiring Fund Affiliates and the Acquired Fund or an affiliated person of an Acquired Fund.
(c) The Investing Company, on behalf of each Acquiring Fund, acknowledges and agrees that each Acquiring Fund and its Acquiring Fund Affiliates will only be entitled to receive information about an Acquired Fund that such Acquired Fund is permitted to give any of its other shareholders.
(d) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “"affiliated person” " (as defined under the 0000 1000 Xxx) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s 's total outstanding voting securities without prior approval from the Acquired Fund.
, and (cb) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of notify the Acquired Fund in the same proportion as the vote of all other holders of the Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required if any investment 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 that complied with regard to (a) at the voting time of all proxies with respect to such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall 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 depositorpurchase no longer complies.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Pacific Select Fund)
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired 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. of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting stock immediately after such acquisition;
ii. of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting stock immediately after such acquisition;
iii. where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, hold more than 25% of such Acquired Fund’s total outstanding voting stock immediately after such acquisition; and
iv. if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i), (ii), and (iii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 stock without prior approval from the Acquired Fund.
, which such prior approval shall not be unreasonably withheld, and (cb) The notify the Acquired Fund if any investment by the Acquiring Fund and its Advisory Group, as such term is defined in that complied with (a) at the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning time of Section 2(a)(9) of the 1940 Actpurchase no longer complies.
(d) IfThe requirements set forth in Sections 3(b)(i), as a result 3(b)(ii), and 3(c) shall not apply where the Acquiring Fund’s full portfolio is sub-advised by any affiliate of a decrease Aberdeen Standard Investments ETFs Advisors LLC (“Acquired Fund Adviser”).
(e) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% information regarding affiliates of the outstanding voting securities of an Acquired Acquiring Fund, each of those holders will vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of upon the 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, neither this paragraph nor the preceding paragraph shall 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 depositorreasonable request.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Allspring Funds Trust)
Representations of the Acquiring 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 Acquiring Fund agrees to: (i) comply with all conditions of the Rule, Rule as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement, including, without limitation, the requirement that: (1) the Acquiring Fund and its advisory group (as defined in the Rule) not control (as defined in the 1940 Act), individually or in the aggregate, an Acquired Fund and (2) if the Acquiring Fund and its advisory group, in the aggregate, holds more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of such shares (in each case, except as otherwise provided in the Rule); and (iv) promptly notify the Acquired Fund if such Acquiring Fund fails to materially comply with the Rule with respect to its investment in such Acquired 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 of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more 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 0000 1000 Xxx) that is: (i) a broker or dealerbroker-dealer (not including any limited purpose broker-dealer that does not execute trades for an Acquired Fund), (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The notify the Acquired Fund if any investment by the Acquiring Fund and its Advisory Group, as such term is defined in that complied with (a) at the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning time of Section 2(a)(9) of the 1940 Actpurchase no longer complies.
(d) If, as a result An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of a decrease such Acquiring Fund’s investments in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% information regarding affiliates of the outstanding voting securities of an Acquired Acquiring Fund, each of those holders will vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of upon the 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, neither this paragraph nor the preceding paragraph shall 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 depositorreasonable request.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (AdvisorShares Trust)
Representations of the Acquiring 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)(A12(d)(l)(A), the Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired 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) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund's total outstanding voting securities;
(ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund's total outstanding voting securities; and
(iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) and (ii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “"affiliated person” " (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “"Affiliates”"), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“"List of Affiliates”") on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s 's total outstanding voting securities without prior approval from the Acquired Fund.
(cd) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund's investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund's reasonable request.
(e) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(df) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s '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, neither this paragraph nor the preceding paragraph shall 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 's investment sub-adviser or any person controlling, controlled by or under common control with the Acquiring Fund’s 's investment sub-adviser acts as the Acquired Fund’s 's investment adviser or depositor.
(g) 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.
(h) Each 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 an Authorized Participant.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Managed Portfolio Series)
Representations of the Acquiring 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 knowing sale of shares by an Acquired Fund or its Distributor or Brokers to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquiring 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 Acquiring Fundsacquiring funds (as defined in the Rule); (ii) 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’s adviser under the Rule, (iii) comply with its obligations under this Agreement; and (iiiiv) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Prior to the time of its investment in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A)(i) of the 1940 Act, the Acquiring Fund will notify the Acquired Fund of such investment.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under in the 0000 Xxx1940 Act) that is: is a (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding company, that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: dealer will (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes such the Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund.
, and (cb) The notify the Acquired Fund if any investment by the Acquiring Fund and its Advisory Group, as such term is defined in that complied with (a) at the Rule, will not control (individually time of purchase now accounts for 5% or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) more of the 1940 ActAcquired Fund’s total outstanding voting securities due to routine redemption activity or other circumstances.
(d) IfEach Acquiring Company, as a result on behalf of a decrease in the outstanding voting securities of an Acquired each applicable Acquiring Fund, an Acquiring Fund acknowledges and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, agrees that 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 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 only be entitled to the voting of all proxies with respect to receive information about an Acquired Fund that such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group permitted to give any 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 depositorits other shareholders.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (BondBloxx ETF Trust)
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) No Acquiring Fund or affiliated person (as defined in the 1940 Act) of an Acquiring Fund (each, an “Acquiring Fund Affiliate”) will cause any existing or potential investment by the Acquiring Fund in an Acquired Fund to influence the terms of any services or transactions between or among the Acquiring Fund or Acquiring Fund Affiliates and the Acquired Fund or an affiliated person of an Acquired Fund.
(c) The Investing Company, on behalf of each Acquiring Fund, acknowledges and agrees that each Acquiring Fund and its Acquiring Fund Affiliates will only be entitled to receive information about an Acquired Fund that such Acquired Fund is permitted to give any of its other shareholders.
(d) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of notify the Acquired Fund in the same proportion as the vote of all other holders of the Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required if any investment 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 that complied with regard to (a) at the voting time of all proxies with respect to such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall 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 depositorpurchase no longer complies.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Advanced Series Trust)
Representations of the Acquiring 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 Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired 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) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting stock immediately after such acquisition;
(ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; and
(iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) and (ii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 1000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(cd) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.
(e) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(df) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall 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.
(g) 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.
(h) Each 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 an Authorized Participant.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Allspring Funds Trust)
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or fails to comply with this Agreement.
(b) An Acquiring Fund shall promptly notify an Acquired Fund:
i. of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities;
iii. where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, hold more than 25% of such Acquired Fund’s total outstanding voting securities; and
iv. if at any time an Acquiring Fund and, if applicable, its Advisory Group no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) or (ii).
(c) Except as set forth on Schedule A, no Acquiring Fund holds outstanding voting securities of any Acquired Fund in excess of the limit in Section 12(d)(1)(A)(i). No Acquiring Fund will purchase or acquire shares of an Acquired Fund that would cause such Acquiring Fund to hold outstanding voting securities of such Acquired Fund in excess of the limit in Section 12(d)(1)(A)(i) without prior written approval from the Acquired Fund.
(d) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of notify the Acquired Fund in the same proportion as the vote of all other holders of the Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required if any investment 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 that complied with regard to (a) at the voting time of all proxies with respect to such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall 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 depositorpurchase no longer so complies.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Ohio National Fund Inc)
Representations of the Acquiring Funds. (a) In connection with any investment by an the Acquiring Fund in an the Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all applicable conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted Fund or modified by the SEC or its Staff from time to time, or with this Agreement.
(b) Any of the provisions of this Agreement notwithstanding, the Acquiring Fund represents and warrants to Acquired Fund that it operates, and will continue to operate, in compliance with the 1940 Act, and the SEC’s rules and regulations thereunder. The Acquiring Fund agrees that the Acquired Fund is entitled to rely on the representations contained in this Agreement and that the Acquired Fund has no independent duty to monitor the Acquiring Fund’s or its investment adviser’s or, if applicable, its subadviser’s compliance with this Agreement, the 1940 Act, or the SEC’s rules and regulations thereunder.
(c) The Acquiring Fund shall promptly provide the Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund upon the Acquired Fund’s reasonable request.
(d) Notwithstanding anything herein to the contrary, any the Acquiring Fund will promptly notify the Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that has an “causes the Acquiring Fund to hold 3% or more of the Acquired Fund's total outstanding voting securities. Upon such investment, the Acquiring Fund shall also provide to the Acquired Fund in writing a list of the names of each "affiliated person” " (as defined under the 0000 Xxx1940 Act) of the Acquiring Fund that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed- income securities, (iv) a bank that provides credit support or structures money market securities, or (iiiiv) a futures commission merchant or a swap dealer, (collectivelyand shall notify the Fund of any changes to such list as soon as reasonably practicable after a change occurs. [ADD where MN is the Acquiring Fund] [For the avoidance of doubt, “Affiliates”), will: (a) provide each Acquired Trust with a complete list the Acquiring Fund’s provision of such Affiliates list is on a best-efforts basis, with each party acknowledging that the Acquiring Fund may not have transparency into the Acquiring Fund’s beneficial owners due to investments made through omnibus accounts maintained by financial intermediaries.]
(“List of Affiliates”e) on or before the effective date of this Agreement; (b) Acquiring Fund shall promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an notify 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 if at any time the Acquired Fund.
(c) The Acquiring Fund and its “Advisory Group, ” (as such term is defined in the Rule), will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the total 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, neither this paragraph nor the preceding paragraph shall 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.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Manning & Napier Fund, Inc.)
Representations of the Acquiring 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 Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff through formal guidance applicable to the Rule from time to time, or this Agreement.
(b) An Acquiring Fund shall promptly notify an Acquired Fund:
(i) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
(ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; and
(iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) and (ii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each the Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each the Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(cd) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.
(e) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(df) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall 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.
(g) 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.
(h) Each 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 an Authorized Participant.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Ohio National Fund Inc)
Representations of the Acquiring 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)(A12(d)(l)(A), the Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein to the contrary, any An Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) shall provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes with information regarding the amount of such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from ’ s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’ s reasonable request.
(c) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) IfIf , as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s ’ 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, neither this paragraph nor the preceding paragraph shall 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 ’ s investment sub-adviser acts as the Acquired Fund’s ’ s investment adviser or depositor.
(e) 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.
(f) Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund.
(g) Each Acquiring Fund represents that no insurance company sponsoring one or more separate accounts funding variable insurance contracts will be permitted to invest in an Acquiring Fund unless the Acquiring Fund has obtained a certification from the insurance company offering the separate account, as and to the extent required by the Rule, that the insurance company has determined that the fees and expenses borne by the separate account(s), Acquiring Fund, and Acquired Fund(s), in the aggregate, are consistent with the standard set forth in Section 26(f)(2)(A) of the 1940 Act.
(h) Shares of each Acquiring Fund will be offered and sold only to insurance companies and their separate accounts or persons or plans that communicate to the applicable Acquiring Fund that they qualify to purchase shares of the Acquiring Fund under Section 817(h) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, without impairing the ability of a Fund to satisfy the diversification requirements of Section 817(h).
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Allianz Variable Insurance Products Fund of Funds Trust)
Representations of the Acquiring Funds. (a) In connection with any investment by an the Acquiring Fund in an the Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all applicable conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted Fund or modified by the SEC or its Staff from time to time, or with this Agreement.
(b) Any of the provisions of this Agreement notwithstanding, the Acquiring Fund represents and warrants to Acquired Fund that it operates, and will continue to operate, in compliance with the 1940 Act, and the SEC’s rules and regulations thereunder. The Acquiring Fund agrees that the Acquired Fund is entitled to rely on the representations contained in this Agreement and that the Acquired Fund has no independent duty to monitor the Acquiring Fund’s or its investment adviser’s or, if applicable, its subadviser’s compliance with this Agreement, the 1940 Act, or the SEC’s rules and regulations thereunder.
(c) The Acquiring Fund shall promptly provide the Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund upon the Acquired Fund’s reasonable request.
(d) Notwithstanding anything herein to the contrary, any the Acquiring Fund will promptly notify the Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that has an “causes the Acquiring Fund to hold 3% or more of the Acquired Fund's total outstanding voting securities. Upon such investment, the Acquiring Fund shall also provide to the Acquired Fund in writing a list of the names of each "affiliated person” " (as defined under the 0000 Xxx1940 Act) of the Acquiring Fund that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed- income securities, (iv) a bank that provides credit support or structures money market securities, or (iiiiv) a futures commission merchant or a swap dealer, (collectivelyand shall notify the Fund of any changes to such list as soon as reasonably practicable after a change occurs. For the avoidance of doubt, “Affiliates”), will: (a) provide each Acquired Trust with a complete list the Acquiring Fund’s provision of such Affiliates (“List of Affiliates”) list is on or before a best efforts basis, with each party acknowledging that the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired may not have transparency into the Acquiring Fund’s total outstanding voting securities without prior approval from the Acquired Fundbeneficial owners due to investments made through omnibus accounts maintained by financial intermediaries.
(ce) The Acquiring Fund shall promptly notify Acquired Fund if at any time the Acquiring Fund and its “Advisory Group, ” (as such term is defined in the Rule), will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the total 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, neither this paragraph nor the preceding paragraph shall 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.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Managed Portfolio Series)
Representations of the Acquiring 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)) in reliance on the Rule, the Acquiring 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 Acquiring Funds; , including, without limitation, the requirement that: (ii1) comply with the Acquiring Fund and its obligations under this Agreementadvisory group (as defined in the Rule) not control (as defined in the 1940 Act), individually or in the aggregate, an Acquired Fund and (2) if the Acquiring Fund and its advisory group, in the aggregate, holds more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of such shares (in each case, except as otherwise provided in the Rule); and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to materially comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff staff from time to time, or this Agreement.
(b) Notwithstanding anything herein to the contrary, any An Acquiring Fund that has shall provide an “affiliated person” (as defined under Acquired Fund and GSAM with information regarding the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list amount of such Affiliates (“List Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquiring Fund, upon the Acquired Trust with an updated List of Affiliates following any change to such list; and Fund’s reasonable request.
(c) not make an investment Each Acquiring Fund acknowledges that it may only rely on this Agreement to invest in an Acquired Fund that causes such is listed on the Eligible Acquired Funds List. Each Acquiring Fund to hold 5% or more of such acknowledges that the Eligible Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund.
(c) The Acquiring Fund Funds List is available as described in Schedule A hereto, and its Advisory Group, as such term further acknowledges that it is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall 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 obligation to review the Eligible Acquired Funds List on an ongoing basis for any changes that may occur from time to time before making an investment subin reliance on this Agreement or on Rule 12d1-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 depositor4.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Pacific Select Fund)
Representations of the Acquiring Funds. (a) 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 in reliance on the Rule, the Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, Fund or this Agreement.
(b) An Acquiring Fund shall promptly notify an Acquired Fund:
(i) when an Acquiring Fund or a member of its “advisory group,” individually or in the aggregate, acquires or ceases to hold more than 5% of such Acquired Fund’s total outstanding voting securities; and
(ii) when an Acquiring Fund or a member of its “advisory group,” individually or in the aggregate, acquires or ceases to hold more than 7.5% 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 0000 1000 Xxx) that is: is (i) a broker or dealerbroker-dealer (not including any limited purpose broker-dealer that does not execute securities transactions for an Acquired Fund and does not invest in an Acquired Fund for its own principal account), (ii) a bank broker-dealer or bank holding company, that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), dealer will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(cd) The An Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) shall provide an Acquired Fund within with information regarding the meaning amount of such Acquiring Fund’s, its “advisory group” or any Account’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement.
(e) Each Acquiring Fund acknowledges that:
(i) it may not rely on this Agreement to invest in Acquired Funds designated as “Ineligible Funds” on the list of Ineligible Funds attached as Schedule C hereto (the “12d1-4 List”);
(ii) the 12d1-4 List may be updated from time to time, and such updated 12d1-4 List shall be effective as of the date and time of its distribution to the Acquiring Fund via electronic mail at the address provided by the Acquiring Fund pursuant to Section 2(a)(96 of this Agreement, and it is the Acquiring Fund’s obligation to review the most recently distributed 12d1-4 List prior to making investments under this Agreement.
(f) Each Acquiring Fund represents, warrants, certifies, covenants and agrees that any securities of the Acquired Fund held or to be held by it, its “advisory group” and any Account are held or will be held in the ordinary course of business and that such securities were not and will not be acquired and are not and will not be held for the purpose of or with the effect of changing or influencing the management or policies of the Acquired Fund.
(g) Each Acquiring Fund agrees that, upon any termination of its advisory agreement (including as a result of an “assignment” as defined in Section 2(a)(4) of the 1940 Act), it shall promptly notify each Acquired Fund and, unless otherwise agreed by the Acquired Fund in writing, shall divest its holdings of the Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund.
(dh) IfEach Acquiring Fund agrees that if, after the date hereof, any member of its “advisory group” directly or indirectly acquires any securities of an investment adviser or enters into any partnership, joint venture or other strategic relationship with an investment adviser, it shall promptly notify each Acquired Fund and, unless otherwise agreed by the Acquired Fund in writing, shall divest its holdings of the Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund.
(i) Each Acquiring Fund agrees that that if it is unable to comply with its obligations under Section 1(a)(i) or Section 1(a)(ii) of this Agreement as a result of an order by any court of competent jurisdiction, a decrease in the outstanding voting securities of an Acquired Fundconflict with applicable law or for any other reason, an Acquiring Fund and it shall divest its Advisory Group, in the aggregate, hold more than 25% holdings of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of the Acquired Fund as promptly as reasonably practicable, and in any event prior to the same proportion as record date for the vote next meeting of all other holders shareholders of the 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, neither this paragraph nor the preceding paragraph shall 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.
Appears in 1 contract
Samples: Rule 12d1 4 Investment Agreement (RiverNorth Flexible Municipal Income Fund II, Inc.)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 Xxx) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed-income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each and shall notify the Acquired Trust with a complete list Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities.
D. Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund’s total outstanding voting securities.
(c) The E. Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as such term is defined in the Ruleapplicable, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in Sections III.B., III.C. or III.D. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund’s investments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding affiliates of 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 upon the Acquired Fund’s investment adviser reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Schwab Strategic Trust)
Representations of the Acquiring Funds. (a) 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 in reliance on the Rule, the Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, Fund or this Agreement.
(b) An Acquiring Fund shall promptly notify an Acquired Fund:
(i) when an Acquiring Fund or a member of its “advisory group,” individually or in the aggregate, acquires or ceases to hold more than 5% of such Acquired Fund’s total outstanding voting securities; and
(ii) when an Acquiring Fund or a member of its “advisory group,” individually or in the aggregate, acquires or ceases to hold more than 7.5% 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 0000 Xxx1940 Act) that is: is (i) a broker or dealerbroker-dealer (not including any limited purpose broker-dealer that does not execute securities transactions for an Acquired Fund and does not invest in an Acquired Fund for its own principal account), (ii) a bank broker-dealer or bank holding company, that borrows as part of a securities lending program or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), dealer will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(cd) The An Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) shall provide an Acquired Fund within with information regarding the meaning amount of such Acquiring Fund’s, its “advisory group” or any Account’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request. The Acquired Fund agrees to treat any information provided by the Acquiring Fund under this provision confidentially and to use such information only for purposes contemplated by this Agreement.
(e) Each Acquiring Fund acknowledges that:
(i) it may not rely on this Agreement to invest in Acquired Funds designated as “Ineligible Funds” on the list of Ineligible Funds attached as Schedule C hereto (the “12d1-4 List”);
(ii) the 12d1-4 List may be updated from time to time, and such updated 12d1-4 List shall be effective as of the date and time of its distribution to the Acquiring Fund via electronic mail at the address provided by the Acquiring Fund pursuant to Section 2(a)(96 of this Agreement, and it is the Acquiring Fund’s obligation to review the most recently distributed 12d1- 4 List prior to making investments under this Agreement.
(f) Each Acquiring Fund represents, warrants, certifies, covenants and agrees that any securities of the Acquired Fund held or to be held by it, its “advisory group” and any Account are held or will be held in the ordinary course of business and that such securities were not and will not be acquired and are not and will not be held for the purpose of or with the effect of changing or influencing the management or policies of the Acquired Fund.
(g) Each Acquiring Fund agrees that, upon any termination of its advisory agreement (including as a result of an “assignment” as defined in Section 2(a)(4) of the 1940 Act), it shall promptly notify each Acquired Fund and, unless otherwise agreed by the Acquired Fund in writing, shall divest its holdings of the Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund.
(dh) IfEach Acquiring Fund agrees that if, after the date hereof, any member of its “advisory group” directly or indirectly acquires any securities of an investment adviser or enters into any partnership, joint venture or other strategic relationship with an investment adviser, it shall promptly notify each Acquired Fund and, unless otherwise agreed by the Acquired Fund in writing, shall divest its holdings of the Acquired Fund as promptly as reasonably practicable, and in any event prior to the record date for the next meeting of shareholders of the Acquired Fund.
(i) Each Acquiring Fund agrees that that if it is unable to comply with its obligations under Section 1(a)(i) or Section 1(a)(ii) of this Agreement as a result of an order by any court of competent jurisdiction, a decrease in the outstanding voting securities of an Acquired Fundconflict with applicable law or for any other reason, an Acquiring Fund and it shall divest its Advisory Group, in the aggregate, hold more than 25% holdings of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of the Acquired Fund as promptly as reasonably practicable, and in any event prior to the same proportion as record date for the vote next meeting of all other holders shareholders of the 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, neither this paragraph nor the preceding paragraph shall 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.
Appears in 1 contract
Samples: Rule 12d1 4 Investment Agreement (RiverNorth Funds)
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff staff from time to time, or this Agreement. Under Rule 12d1-4(b)(2)(ii), on or before the date of initial deposit of portfolio securities into an Acquiring Fund that is a unit investment trust, the Acquiring Fund’s principal underwriter or depositor has evaluated the complexity of the structure associated with the Acquiring Fund’s investment in acquired funds, including an Acquired Fund, and found that the Acquiring Fund’s fees and expenses do not duplicate the fees and expenses of the acquired funds that the Acquiring Fund holds or will hold at the date of deposit.
(b) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 1900 Xxx) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The notify the Acquired Fund if any investment by the Acquiring Fund and its Advisory Group, as such term is defined in that complied with (a) at the Rule, will not control (individually time of purchase no longer complies. In the event that an Acquiring Fund holds 5% or in the aggregate) more of an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the Acquiring Fund’s total outstanding voting securities of an Acquired Fundsecurities, an Acquiring Fund and its Advisory Group, shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares and information regarding affiliates of the Acquired Fund in the same proportion as the vote of all other holders of Acquiring Fund, upon the 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, neither this paragraph nor the preceding paragraph shall 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 depositorreasonable request.
Appears in 1 contract
Samples: Investment Agreement (Ft 9965)
Representations of the Acquiring 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 Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(c) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.
(d) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(de) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall 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.
(f) 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.
(g) Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Pacific Select Fund)
Representations of the Acquiring 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)) Limits, the Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such the Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired 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) Of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
(ii) Of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; and
(iii) If, at any time, an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) or (ii) above.
(c) Notwithstanding anything herein to the contrary, any an Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: will (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an any new investment in an Acquired Fund that causes such the Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund.
(c) The , such approval being subject to the Acquiring Fund and its Advisory Group, providing a list of the Acquiring Fund’s “affiliated persons” (as such term is defined in the Rule0000 Xxx) and any additional information as may be reasonably requested by the Acquired Fund, will not control and (individually or in b) notify the aggregate) an Acquired Fund within if any investment by the meaning Acquiring Fund that complied with (a) at the time of Section 2(a)(9) purchase now accounts for 5% or more of the 1940 ActAcquired Fund’s total outstanding voting securities due to routine redemption activity, tender offers or other circumstances.
(d) IfPrior to an Acquiring Fund’s initial investment in an Acquired Fund in excess of the limit in Section 12(d)(1)(A)(i) pursuant to the terms of this Agreement, as a result the Acquiring Fund shall provide written confirmation to the Acquired Fund that the Acquiring Fund’s investment adviser has made all findings and evaluations required on behalf of a decrease the Acquiring Fund in accordance with the outstanding voting securities Rule.
(e) Notwithstanding the foregoing, in order to assist an Acquiring Fund with its obligations under the Rule and this Section 3, the Acquired Investment Company agrees to use reasonable efforts to provide notice to the Acquiring Investment Company upon becoming aware that an Acquiring Fund’s investment in Shares of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold exceeds (i) 2% or more than 25% of the outstanding voting securities of an such Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders (ii) 3% or more of the outstanding voting securities of such Acquired Fund, (iii) 5% or more of the outstanding voting securities of such Acquired Fund, and upon becoming aware that the Advisory Group owns: (i) 20% or more of the outstanding voting securities of such Acquired Fund, and (ii) 25% or more of the outstanding voting securities of such Acquired Fund. An Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) of the 1940 Act will also use reasonable efforts to vote securities of the Acquired Fund in the same proportion as the vote of all other holders of such securities, coordinate with the Acquiring Fund will seek instructions from to ensure that the proxies of the Acquiring Fund and/or its security holders with regard to the voting of all proxies with respect to such Acquired Fund securities and vote such proxies only Advisory Group be voted in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor Rule to the preceding paragraph shall apply if extent that any of the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or voting requirements are triggered by 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 ownership limits based on Acquired Fund assets as the Acquired Fund’s investment adviser or depositordiscussed herein.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Pacific Select Fund)
Representations of the Acquiring 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 Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired 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) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
(ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; and
(iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) and (ii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(cd) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.
(e) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(df) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall 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.
(g) 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.
(h) Each 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 an Authorized Participant.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Northwestern Mutual Series Fund Inc)
Representations of the Acquiring 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)(A12(d)(l)(A), the Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired 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) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
(ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’ s total outstanding voting securities; and
(iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) and (ii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s ’ s total outstanding voting securities without prior approval from the Acquired Fund.
(cd) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’ s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’ s reasonable request.
(e) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(df) IfIf , as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s ’ 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)(112(d)(l) 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, neither this paragraph nor the preceding paragraph shall 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 ’ 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.
(g) 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.
(h) Each 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 an Authorized Participant.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Tidal ETF Trust)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any investment that causes such Acquired Fund to hold 3% or more of such Acquired Fund’s total voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 Xxx) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-deal or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list and shall notify the Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities
D. Each Acquiring Fund will promptly notify an Acquired Fund.
(c) The Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group, Group (as such term is defined in the Rule), will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the such Acquired Fund’s total outstanding voting securities of securities.
E. Each Acquiring Fund will notify an Acquired Fund, each of those holders will vote its shares of the Acquired Fund in the same proportion writing any time an Acquiring Fund and its Advisory Group, as the vote of all other holders of the Acquired Fund’s shares; providedapplicable, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in III.A., III.B. or III.C. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund’s invetments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding afiilates of 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 upon the Acquired Fund’s investment adviser reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Northern Lights Variable Trust)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 Xxx1940 Act) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed-income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each and shall notify the Acquired Trust with a complete list Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs. Classification: Schwab Internal
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities.
D. Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund’s total outstanding voting securities.
(c) The E. Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as such term is defined in the Ruleapplicable, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in Sections III.B., III.C. or III.D. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund’s investments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding affiliates of 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 upon the Acquired Fund’s investment adviser reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Brighthouse Funds Trust I)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any purchase or acquisition of shares of the Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 1000 Xxx) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed-income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each and shall notify the Acquired Trust with a complete list Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities.
D. Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund’s total outstanding voting securities.
(c) The E. Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as such term is defined in the Ruleapplicable, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in Sections III.B., III.C. or III.D. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund’s investments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding affiliates of 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 upon the Acquired Fund’s investment adviser reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Symmetry Panoramic Trust)
Representations of the Acquiring 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, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff staff from time to time, or this Agreement.
(b) Notwithstanding anything herein to the contrary, any Each Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change will give reasonable notice in writing prior to such list; and (c) not make making an investment in an Acquired Fund that causes such in reliance on this Agreement.
(c) Each Acquiring Fund and its Advisory Group (as defined in the Rule) shall not take any action that would cause it to hold 5control, individually or in the aggregate, an Acquired Fund, and shall not purchase or acquire shares of an Acquired Fund if after such purchase or acquisition the Acquiring Fund and its Advisory Group would collectively own more than 25% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund.
(c) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Actsecurities.
(d) If, as a result of a decrease in In the outstanding voting securities of an Acquired Fund, event that an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund as a result of a decrease in the outstanding voting securities of the Acquired Fund, each the Acquiring Fund and its Advisory Group shall vote the shares owned of those holders will vote its shares of the such Acquired Fund in the same proportion as the vote votes of all the other holders of the such Acquired Fund’s shares; Fund shares (commonly referred to as “mirror voting”), provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required by this provision section or otherwise under the Rule or Section 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 instructions pursuant to the foregoing, neither this paragraph nor terms and conditions of the preceding paragraph shall apply if the Rule.
(e) An Acquiring Fund is shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding “affiliated persons” (as such term is defined in Section 2(a)(3) of the 1940 Act) of 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 upon the Acquired Fund’s investment adviser or depositorreasonable request. Each Acquiring Fund has adopted and implemented written policies and procedures reasonably designed to prevent violations of the federal securities laws, including the prohibitions in the 1940 Act on transactions with such affiliated persons.
Appears in 1 contract
Representations of the Acquiring 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 Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; and (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and .
(c) not make An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.
(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 that causes such to influence the terms of any services or transactions among: (i) the Acquiring Fund to hold 5% or more an affiliated person of such an Acquiring Fund; and (ii) the Acquired Fund’s total outstanding voting securities without prior approval from Fund or an affiliated person of the Acquired Fund.
(ce) The Each Acquiring Fund acknowledges and its Advisory Groupunderstands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund.
(f) Each Acquiring Fund represents that no insurance company sponsoring one or more separate accounts funding variable insurance contracts will be permitted to invest in an Acquiring Fund unless the Acquiring Fund has obtained a certification from the insurance company offering the separate account that the insurance company has determined that the fees and expenses borne by the separate account(s), as such term is defined in the RuleAcquiring Fund, will not control (individually or and Acquired Fund(s), in the aggregate) an Acquired Fund within , are consistent with the meaning of standard set forth in Section 2(a)(926(f)(2)(A) of the 1940 Act.
(dg) If, as a result Shares of a decrease in the outstanding voting securities of an Acquired Fund, an each Acquiring Fund will be offered and its Advisory Group, in sold only to insurance companies and their separate accounts or persons or plans that communicate to the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its applicable Acquiring Fund that they qualify to purchase shares of the Acquired Acquiring Fund in the same proportion as the vote of all other holders of the 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)(1817(h) of the 1940 Act Internal Revenue Code of 1986, as amended, and the regulations thereunder, without impairing the ability of a Fund to vote securities satisfy the diversification requirements 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, neither this paragraph nor the preceding paragraph shall 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 depositorSection 817(h).
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (MML Series Investment Fund)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any investment that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 Xxx) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed-income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each and shall notify the Acquired Trust with a complete list Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities.
D. Each Acquiring Fund will promptly notify an Acquired Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, to hold more than 25% of such Acquired Fund’s total outstanding voting securities.
(c) The E. Each Acquiring Fund will notify an Acquired Fund in writing any time an Acquiring Fund and its Advisory Group, as such term is defined in the Ruleapplicable, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in III.A., III.B. or III.C. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund’s investments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding affiliates of 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 upon the Acquired Fund’s investment adviser reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Morningstar Funds Trust)
Representations of the Acquiring Funds. (a) 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 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) Notwithstanding anything herein B. Each Acquiring Fund will promptly notify an Acquired Fund in writing at the time of any investment that causes such Acquired Fund to hold 3% or more of such Acquired Fund’s total voting securities. Upon such investment, such Acquiring Fund shall also provide to the contrary, any Acquiring Acquired Fund that has an in writing a list of the names of each “affiliated person” (as defined under the 0000 1000 Xxx) of the Acquiring Fund that is: is (i) a broker or broker-dealer, (ii) a bank broker-deal or bank holding companythat borrows as part of a securities lending program, (iii) an issuer that privately places its own fixed income securities, (iv) a bank that provides credit support or structures money market securities or (iiiv) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list and shall notify the Fund of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change changes to such list; and (c) not make list as soon as reasonably practicable after a change occurs.
C. Each Acquiring Fund will promptly notify an investment Acquired Fund in an writing of any purchase or acquisition of shares of the 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 securities
D. Each Acquiring Fund will promptly notify an Acquired Fund.
(c) The Fund in writing of any purchase or acquisition of shares of an Acquired Fund that causes such Acquiring Fund and its Advisory Group, Group (as such term is defined in the Rule), will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the such Acquired Fund’s total outstanding voting securities of securities.
E. Each Acquiring Fund will notify an Acquired Fund, each of those holders will vote its shares of the Acquired Fund in the same proportion writing any time an Acquiring Fund and its Advisory Group, as the vote of all other holders of the Acquired Fund’s shares; providedapplicable, however, that in circumstances where all holders of the outstanding no longer holds voting securities of the Acquired Fund are required by this provision or otherwise under the Rule or Section 12(d)(1) in excess of the 1940 Act to vote securities of the amount noted in III.A., III.B. or III.C. above.
F. An Acquiring Fund shall provide an Acquired Fund in with information regarding the same proportion as the vote of all other holders amount 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 Fund’s invetments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or and information regarding afiilates of 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 upon the Acquired Fund’s investment adviser reasonable request.
G. Each Acquiring Fund acknowledges and understands that an Acquired Fund reserves the right to reject any purchase of shares by an Acquiring Fund or depositorany direct purchase of Creation Units by an Acquiring Fund.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Northern Lights Fund Trust)
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) An Acquiring Fund shall not make any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
(c) An Acquiring Fund, its Advisory Group (as defined in the Rule) and other accounts over which the Acquiring Fund’s investment adviser or its affiliate has investment discretion, individually or in the aggregate, shall not make any purchase or acquisition of shares in an Acquired Fund that results in such group holding more than 10% of an Acquired Fund’s total outstanding voting securities;
(d) An Acquiring Fund shall promptly notify an Acquired Fund (which notice shall not constitute the giving of any notice required under Section 13 or 16 of the Securities Exchange Act of 1934 or the rules thereunder):
(i) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities;
(ii) where, as a result of a change in the number of outstanding shares of an Acquired Fund, an Acquiring Fund, its Advisory Group (as defined in the Rule) and other accounts over which the Acquiring Fund’s investment adviser or its affiliate has investment discretion, individually or in the aggregate, hold more than 10% of the Acquired Fund’s total outstanding voting securities, such notice to include disaggregated information regarding the amounts of such holdings; and
(iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i), or (ii) above.
(e) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx1940 Act) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(cf) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, Where an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 2510% of the outstanding voting securities of an Acquired Fund’s total outstanding voting securities, each of those holders will shall vote its shares of the Acquired Fund in the same proportion as the vote of all other holders of the 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, unless as otherwise provided under the Rule.
(g) The requirements set forth in Sections 3(d), 3(e) and 3(f) shall not apply where the Acquiring Fund’s full portfolio is sub-advised by any affiliate of BlackRock, Inc.
(h) An Acquiring Fund will seek instructions from its security holders with regard to the voting of all proxies with respect to such shall provide an Acquired Fund securities and vote such proxies only with information regarding the investments in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall apply if Acquired Fund held by the Acquiring Fund is in the same group of investment companies (as defined in the Rule) as an Acquired Fund, or its Advisory Group, and other accounts over which the Acquiring Fund’s investment sub-adviser or any person controllingits affiliate has investment discretion, controlled by or under common control with including the Acquiring Fund’s investment sub-adviser acts as amounts of such investments, upon the Acquired Fund’s reasonable request.
(i) An Acquiring Fund that is a unit investment adviser or depositortrust (“UIT”) will provide at least 30 days’ notice to an Acquired Fund of the termination of such UIT.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Smart Trust Tax Free Bond Trust Series 1)
Representations of the Acquiring 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)(A12(d)(l)(A), the Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) No Acquiring Fund or affiliated person (as defined in the 1000 Xxx) of an Acquiring Fund (each, an “Acquiring Fund Affiliate”) will cause any existing or potential investment by the Acquiring Fund in an Acquired Fund to influence the terms of any services or transactions between or among the Acquiring Fund or Acquiring Fund Affiliates and the Acquired Fund or an affiliated person of an Acquired Fund.
(c) The Investing Company, on behalf of each Acquiring Fund, acknowledges and agrees that each Acquiring Fund and its Acquiring Fund Affiliates will only be entitled to receive information about an Acquired Fund that such Acquired Fund is permitted to give any of its other shareholders.
(d) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 1000 Xxx) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of notify the Acquired Fund in the same proportion as the vote of all other holders of the Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required if any investment 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 that complied with regard to 3(d)(a) at the voting time of all proxies with respect to such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall 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 depositorpurchase no longer complies.
Appears in 1 contract
Samples: Unit Investment Trust of Closed End Funds Investment Agreement (Ft 9909)
Representations of the Acquiring Funds. (ad) 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 to: (i) comply with all conditions of the Rule, Rule as interpreted or modified by the SEC or its Staff through formal published guidance applicable to the Rule from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(be) An Acquiring Fund shall promptly notify an Acquired Fund:
(i) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
(ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; and
(iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) and (ii) above.
(f) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(cg) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.
(h) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(di) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall 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.
(j) 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.
(k) Each 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 an Authorized Participant.
Appears in 1 contract
Representations of the Acquiring 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 Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff staff from time to time, or this Agreement.
(b) Notwithstanding anything herein Each Acquiring Fund shall notify an Acquired Fund prior to the contrary, submission of any purchase order for shares of an Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: will, if effected:
(i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) not make an investment in an Acquired Fund that causes cause such Acquiring Fund to hold 53% or more of such Acquired Fund’s total outstanding voting securities;
(ii) cause such Acquiring Fund to hold 10% or more of any Acquired Fund’s total outstanding voting securities if such Acquired Fund is a closed-end investment company; and
(iii) cause such Acquiring Fund to hold 25% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the if such Acquired FundFund is an open-end investment company.
(c) The [In the event any purchase or acquisition of shares of an Acquired Fund that is a closed-end investment company causes the Acquiring Fund and its Advisory Group, Group (as defined herein) to own collectively 3% or more of such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the Fund’s total outstanding voting securities of an Acquired Fundsecurities, an the Acquiring Fund and its Advisory Group, in shall vote the aggregate, hold more than 25% shares owned of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of the such Acquired Fund in the same proportion as the vote of all other holders votes of the Acquired Fund’s shares; provided, however, that in circumstances where all holders other beneficial shareholders 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(commonly referred to as “echo voting”). Notwithstanding the foregoing“Advisory Group” as used herein, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group include all advisory clients of investment companies (as defined in the Rule) as an Acquired Fund, or the Acquiring Fund’s investment sub-adviser, all clients of any adviser or any person controlling, controlled by or under common control affiliated with the Acquiring Fund’s adviser, and any other parties acting in concert or otherwise coordinating with the Acquiring Fund with respect to investment sub-adviser acts as in the Acquired Fund’s investment adviser or depositor.]
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (DoubleLine Funds Trust)
Representations of the Acquiring 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 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 Acquiring 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 the Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or fails to comply with this Agreement.
(b) An Acquiring Fund shall promptly notify an Acquired Fund:
i. of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
ii. of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities;
iii. where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the aggregate, hold more than 25% of such Acquired Fund’s total outstanding voting securities; and
iv. if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i), (ii), or (iii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, each of those holders will vote its shares of notify the Acquired Fund in the same proportion as the vote of all other holders of the Acquired Fund’s shares; provided, however, that in circumstances where all holders of the outstanding voting securities of the Acquired Fund are required if any investment 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 that complied with regard to (a) at the voting time of all proxies with respect to such Acquired Fund securities and vote such proxies only in accordance with such instructions. Notwithstanding the foregoing, neither this paragraph nor the preceding paragraph shall 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 depositorpurchase no longer complies.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Neuberger Berman Advisers Management Trust)
Representations of the Acquiring 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 Acquiring 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, Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule Rule, with respect to its investment in such Acquired 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) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such Acquired Fund’s total outstanding voting securities;
(ii) of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities; and
(iii) if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an amount noted in (i) and (ii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the 0000 1000 Xxx) that is: (i) a broker or dealer, (ii) a bank or bank holding company, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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.
(cd) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.
(e) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(df) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall 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.
(g) 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.
(h) Each 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 an Authorized Participant.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Tidal Trust II)
Representations of the Acquiring 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)) in reliance on the Rule, the Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to materially comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) No Acquiring Fund or “affiliated person” (as defined in the 1940 Act) of an Acquiring Fund (each, an “Acquiring Fund Affiliate”) will cause any existing or potential investment by the Acquiring Fund in an Acquired Fund to influence the terms of any services or transactions between or among the Acquiring Fund or Acquiring Fund Affiliates and the Acquired Fund or an affiliated person of an Acquired Fund.
(c) The Investing Company, on behalf of each Acquiring Fund, acknowledges and agrees that: (i) it may only rely on this Agreement to invest in the Acquired Funds set forth on Schedule A; and (ii) each Acquiring Fund and its Acquiring Fund Affiliates will only be entitled to receive information about an Acquired Fund that such Acquired Fund is permitted to give any of its other shareholders.
(d) Notwithstanding anything herein to the contrary, any Acquiring Fund that has with an “affiliated person” (as defined under the 0000 Xxx) Acquiring Fund Affiliate that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), will: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) 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 (cb) The Acquiring Fund and its Advisory Group, as such term is defined in the Rule, will not control (individually or in the aggregate) notify an Acquired Fund within the meaning of Section 2(a)(9) of the 1940 Act.
(d) If, as a result of a decrease in the outstanding voting securities of an Acquired Fund, an Acquiring Fund and its Advisory Group, in the aggregate, hold more than 25% of the outstanding voting securities of an Acquired Fund, 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 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, neither this paragraph nor the preceding paragraph shall apply promptly if the Acquiring Fund is in the same group holds 5% or more 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 such Acquired Fund’s investment adviser or depositortotal outstanding voting securities and has not previously provided notice of such position and affiliation to the Acquired Fund under this Section 3(d).
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Lord Abbett Investment Trust)
Representations of the Acquiring 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, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquiring 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 Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or fails to comply with this Agreement. Closed-End (Acquired) Funds Only
(b) Except as set forth on Schedule A, no Acquiring Fund holds outstanding voting securities of any Acquired Fund in excess of the limit in Section 12(d)(1)(A)(i).
(bc) An Acquiring Fund shall promptly notify an Acquired Fund: (i) of any purchase or acquisition of shares of an Acquired Fund that causes the Acquiring Fund to hold 5% or more of the Acquired Fund’s total outstanding voting securities; and (ii) if at any time the Acquiring Fund no longer holds 5% or more of the Acquired Fund’s total outstanding voting securities.
(d) Notwithstanding anything herein to the contrary, any if an Acquiring Fund that has an “affiliated person” (as defined under the 0000 Xxx) that is: (i) a broker or broker-dealer, (ii) a bank broker-dealer or bank holding companythat borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, (collectively, “Affiliates”), willsuch Acquiring Fund: (a) provide each Acquired Trust with a complete list of such Affiliates (“List of Affiliates”) on or before the effective date of this Agreement; (b) promptly provide each Acquired Trust with an updated List of Affiliates following any change to such list; and (c) will not make an investment in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such the Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund; and (b) will notify the Acquired Fund if, notwithstanding compliance with clause (a) at the time of investment, the Acquired Fund subsequently holds 5% or more of the Acquired Fund’s total outstanding voting securities.
(ce) The Acquiring Fund agrees as follows:
(i) the Acquiring Fund and its Advisory Group, as such term is defined in the Rule, Group will not control (individually or in the aggregate) an any Acquired Fund;
(ii) the Acquiring Fund shall not purchase or otherwise acquire securities issued by any Acquired Fund within in excess of the meaning of limit in Section 2(a)(912(d)(1)(A)(i) of the 1940 Act.Act (i.e., three percent (3%) of the total outstanding voting shares of the Acquired Fund);
(diii) If, as a result of a decrease in the outstanding voting securities of an Acquired Acquiring Fund, an together with all affiliated persons of the Acquiring Fund (including, for the avoidance of doubt, any private funds and its Advisory Groupmanaged accounts), in the aggregate, hold will not purchase or otherwise acquire more than 25% ten percent (10%) of the outstanding voting securities of an any Acquired Fund; if such 10% ownership limit is exceeded in any Acquired Fund, each of those holders the Acquiring Fund will vote its shares of notify the applicable Acquired Fund in the same proportion as the vote of all other holders of the Acquired Fund’s shares; providedimmediately, however, that in circumstances where all holders of the outstanding voting will not purchase any additional securities of the Acquired Fund are and will cause such ownership to comply with the 10% limit within six (6) months or such shorter time as may be required by law;
(iv) during the term of this provision Agreement, the Acquiring Fund agrees to appear at all Acquired Fund shareholder meetings or otherwise under cause Acquired Fund shares owned by the Rule Acquiring Fund to be counted as present thereat for purposes of calculating a quorum;
(A) except as provided in paragraph (B) below, or Section 12(d)(1) of otherwise required by applicable law or rules thereunder, the 1940 Act to Acquiring Fund will vote all Acquired Fund securities of held by the Acquired Acquiring Fund in the same proportion as the vote of all other holders of such securitiessecurities (“echo voting”); Closed-End (Acquired) Funds Only
(B) if requested in writing by the Acquired Fund at least 30 days prior to the date on which Acquired Fund shareholders are to vote on any matter, the Acquiring Fund will seek instructions from its security holders with regard consider, to the extent permitted, voting of all proxies with respect to such Acquired Fund securities and vote such proxies only in its own discretion (rather than echo voting) in accordance with such instructions. Notwithstanding the foregoingbest interest of its unitholders or shareholders; and
(vi) during the term of this Agreement, neither this paragraph nor the preceding paragraph shall apply if the Acquiring Fund is in the same group will not effect, seek, offer, engage in, propose (whether publicly or otherwise), cause or participate in, or assist any other person to effect, seek, offer, engage in, propose (whether publicly or otherwise), cause or participate in, any “solicitation” of investment companies “proxies” (as defined in Rule 14a-1 under the RuleSecurities Exchange Act of 1934, as amended) as an with respect to any Acquired Fund or propose any matter for submission to a vote of shareholders of any Acquired Fund. Additionally, the Acquiring Fund will not knowingly sell shares of any Acquired Fund to any investor which the Acquiring Fund knows or reasonably should know to be engaged in acquiring or holding the securities of publicly traded companies with a purpose or effect of changing or influencing control of such companies, or the Acquiring Fund’s investment sub-adviser in connection with or as a participant in any person controlling, controlled by transactions having that purpose or under common control with the Acquiring Fund’s investment sub-adviser acts as the Acquired Fund’s investment adviser or depositoreffect.
Appears in 1 contract
Samples: Fund of Funds Investment Agreement (Western Asset High Income Fund Ii Inc.)
