Requisite Approvals Concerning the Lexington Funds. With respect to each Lexington Fund, and pursuant to the provisions of Section 15 of the 1940 Act, Section 12 of the 1940 Act and Rule 12b-1 thereunder, and each Registrant's charter, bylaws, and/or trust instruments, each of Lexington and its subsidiaries, Buyer, and Merger Sub will use its respective reasonable best efforts in good faith to obtain (and cooperate with one another in obtaining), as promptly as practicable, the approval of the Registrant's Board of Directors, if the Registrant is a corporation, or Board of Trustees, if the Registrant is a business trust (as used in this Agreement, the term "Board," when used with respect to a Registrant, means the Board of Directors or the Board of Trustees, as the case may be) of each Registrant in the Lexington Fund Family and of the stockholders, as required by Section 15 or, to the extent necessary, Rule 12b-1, of new investment advisory, sub-advisory, administrative, and distribution agreements and agreements related to plans for each Lexington Fund identical in all respects to those in effect immediately before the Effective Time which will be effective immediately after the Effective Time, except for any changes approved by Buyer and approved by the applicable Board. With respect to each Lexington Fund that is registered as a unit investment trust, each of Lexington and its subsidiaries, Buyer and Merger Sub will use its respective reasonable best efforts in good faith to assign to a person designated by Buyer any agreement under which Lexington or a subsidiary serve as sponsor, or for Buyer or such designated person to replace Lexington or its subsidiary as such sponsor, and to obtain the consent of the trustee of the unit trust to such action.
