Common use of Section 15(f) Clause in Contracts

Section 15(f). (a) Buyer acknowledges and agrees that the transactions contemplated by this Agreement are intended to qualify for the treatment described in Section 15(f) of the Investment Company Act. In this regard, Buyer shall, and from and after the Closing Date shall, to the extent within its control, cause the BGI Business to comply with the conditions of Section 15(f) of the Investment Company Act, including (i) to assure that, for a period of three years after the Closing Date, at least 75% of the board of trustees or board of directors, as the case may be, of each Fund registered under the Investment Company Act or any permitted successor thereto are not “interested persons” of Buyer or Seller, or the respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of either; such efforts to include (A) causing any employee, officer, director or agent of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) who shall be a trustee or director of any Fund registered under the Investment Company Act to resign when required to maintain such percentage, and (B) to ensure that vacancies on the board of trustees or board of directors, as the case may be, of any Fund registered under the Investment Company Act will be filled by a Person who is not an “interested person” of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC), who has been selected and proposed for election by a majority of the trustees or directors who are not such interested persons, and who has been elected by shareholders in accordance with Section 16(b) of the Investment Company Act; and (ii) refraining from imposing or seeking to impose, for a period of two years after the Closing Date, any “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any Fund registered under the Investment Company Act. (b) None of Buyer or any of its affiliated persons (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) has and Buyer shall ensure that no such persons have any express or implied understanding or arrangement which would reasonably be expected to impose an “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any of the Funds registered under the Investment Company Act as a result of the transactions contemplated hereby or would in any way violate Section 15(f) of the Investment Company Act.

Section 15(f). (a) Buyer SIC acknowledges and agrees that the transactions contemplated by MDLY is entering into this Agreement are intended to qualify for in reliance upon the treatment described in benefits and protections provided by Section 15(f) of the Investment Company Act. In this regardSubject to Applicable Law and the fiduciary duties of the SIC Board, Buyer shall, and from and after the Closing Date SIC shall, to the extent within its control, cause not take any action, or omit to take any action, that would have the BGI Business to comply with effect of causing the conditions requirements of any of the provisions of Section 15(f) of the Investment Company ActAct not to be met in respect of the transactions contemplated by this Agreement. In that regard, including subject to Applicable Law and the fiduciary duties of the SIC Board, SIC shall take such actions as are within its control so that: (i) to assure that, for a period of not less than three years after the Closing DateClosing, at least 75% of the board members of trustees or board of directors, as the case may be, of each Fund registered under the Investment Company Act or any permitted successor thereto SIC Board are not (A) “interested persons” (within the meaning of Buyer or Seller, or the respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of either; such efforts to include (A) causing any employee, officer, director or agent of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) who shall be a trustee or director of any Fund registered under the Investment Company Act to resign when required to maintain such percentage, and (B) to ensure that vacancies on the board of trustees or board of directors, as the case may be, of any Fund registered under the Investment Company Act will be filled by a Person who is not an “interested person” of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC), who has been selected and proposed for election by a majority of the trustees or directors who are not such interested persons, and who has been elected by shareholders in accordance with Section 16(b2(a)(19) of the Investment Company Act) of the investment adviser of SIC after the Closing or (B) “interested persons” (within the meaning of Section 2(a)(19) of the Investment Company Act) of the investment adviser of SIC immediately prior to the Closing; and and (ii) refraining from imposing or seeking to impose, for a period of not less than two years after the Closing DateClosing, any there shall not be imposed on SIC an “unfair burden” (as interpreted under Section 15(f) of the Investment Company Act) as a result of the transactions contemplated by this Agreement, or any express or implied terms, conditions or understandings applicable thereto. (b) To the extent within the control of MDLY and its Subsidiaries, MDLY shall not, and shall cause its Subsidiaries not to, take any action that term is defined would cause the foregoing covenants to not be satisfied by SIC. (c) Section 7.15(a) shall not apply in the event that the parties reasonably agree that Section 15(f) of the Investment Company Act and interpreted no longer applies to the transactions contemplated by this Agreement. Section 7.15(a)(i) shall not apply to the SEC) on any Fund registered under the Investment Company Act. (b) None of Buyer extent SIC or any of its affiliated persons (Affiliates obtains an exemptive order from the SEC as that term is defined under applicable provisions of the Investment Company Act and interpreted contemplated by the SEC) has and Buyer shall ensure that no such persons have any express or implied understanding or arrangement which would reasonably be expected to impose an “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any of the Funds registered under the Investment Company Act as a result of the transactions contemplated hereby or would in any way violate Section 15(f15(f)(3) of the Investment Company Act. Notwithstanding anything to the contrary contained herein, the covenants of the parties hereto contained in this Section 7.15 are intended only for the benefit of such parties and for no other Person.

Section 15(f). (a) Buyer acknowledges and agrees that the transactions contemplated by this Agreement are intended to qualify for the treatment described in Section 15(f) of the Investment Company Act. In this regard, Buyer shall, and from and after the Closing Date shall, to the extent within its control, cause the BGI Xxx Xxxxxx Business to comply with the conditions of Section 15(f) of the Investment Company ActAct in respect of each ‘40 Act Fund, including (i) to assure that, by ensuring that for a period of three years after the Closing Date, at least 75% of the board of trustees or board of directorsdirectors (if any), as the case may be, of each such ‘40 Act Fund registered under the Investment Company Act or any permitted successor thereto (including by reorganization or otherwise) are not “interested persons” of Buyer or Seller, or the respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of either; such efforts to include (A) causing any investment adviser of such ‘40 Act Fund after the Closing or (B) the investment adviser of such ‘40 Act Fund prior to the Closing; and (ii) by not imposing or seeking to impose for a period of two years after the Closing Date, any “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on such ‘40 Act Fund. (b) In complying with Section 7.06(a)(i), Buyer shall, and from and after the Closing Date shall, to the extent within its control, cause the Xxx Xxxxxx Business to (i) cause any employee, officer, director or agent of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) who shall be a trustee or director of any ‘40 Act Fund registered under the Investment Company Act or any successor thereto (including by reorganization or otherwise) to resign when required to maintain such percentage, the percentage referred to in Section 7.06(a)(i) and (Bii) to ensure that vacancies on the board of trustees or board of directors, as the case may be, of any such ‘40 Act Fund registered under the Investment Company Act or any successor thereto (including by reorganization or otherwise) will be filled by a Person who is not an “interested person” of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of such an investment adviser referred to in Section 7.06(a)(i)(A) or (B), who has been selected and proposed for election by a majority of the trustees or directors who are not such interested persons, and who has been elected by shareholders in accordance with Section 16(b) of the Investment Company Act; and . (iic) refraining from imposing or seeking to impose, for For a period of two three years after the Closing Date, Buyer shall not engage, and shall use reasonable best efforts to cause its Affiliates not to engage, in any transaction that would constitute an “unfair burdenassignment” (as that term is defined in Section 15(f) under applicable provisions of the Investment Company Act and interpreted by the SEC) on to a third party of any Fund registered under Investment Advisory Arrangement between Buyer or any of its Affiliates and any ‘40 Act Fund, without first obtaining from the Investment Company Actcounterparty to such transaction a covenant in all material respects comparable to that contained in this Section 7.06. (bd) None of Buyer or any of its affiliated persons (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) has has, and Buyer shall ensure that no such persons have have, any express or implied understanding or arrangement which would reasonably be expected to impose an “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any of the Funds registered under the Investment Company ‘40 Act Fund as a result of the transactions contemplated hereby or which would in any way violate violate, or otherwise make unavailable to Seller, Section 15(f) of the Investment Company Act.

Section 15(f). (a) Buyer acknowledges and agrees that the transactions contemplated by this Agreement are intended to qualify for the treatment described in Section 15(f) of the Investment Company Act. In this regard, Buyer shall, and from and after the Closing Date shall, to the extent within its control, cause the BGI Xxx Xxxxxx Business to comply with the conditions of Section 15(f) of the Investment Company ActAct in respect of each ’40 Act Fund, including (i) to assure that, by ensuring that for a period of three years after the Closing Date, at least 75% of the board of trustees or board of directorsdirectors (if any), as the case may be, of each such ’40 Act Fund registered under the Investment Company Act or any permitted successor thereto (including by reorganization or otherwise) are not “interested persons” of Buyer or Seller, or the respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of either; such efforts to include (A) causing any investment adviser of such ’40 Act Fund after the Closing or (B) the investment adviser of such ’40 Act Fund prior to the Closing; and (ii) by not imposing or seeking to impose for a period of two years after the Closing Date, any “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on such ’40 Act Fund. (b) In complying with Section 7.06(a)(i), Buyer shall, and from and after the Closing Date shall, to the extent within its control, cause the Xxx Xxxxxx Business to (i) cause any employee, officer, director or agent of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) who shall be a trustee or director of any ’40 Act Fund registered under the Investment Company Act or any successor thereto (including by reorganization or otherwise) to resign when required to maintain such percentage, the percentage referred to in Section 7.06(a)(i) and (Bii) to ensure that vacancies on the board of trustees or board of directors, as the case may be, of any such ’40 Act Fund registered under the Investment Company Act or any successor thereto (including by reorganization or otherwise) will be filled by a Person who is not an “interested person” of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of such an investment adviser referred to in Section 7.06(a)(i)(A) or (B), who has been selected and proposed for election by a majority of the trustees or directors who are not such interested persons, and who has been elected by shareholders in accordance with Section 16(b) of the Investment Company Act; and . (iic) refraining from imposing or seeking to impose, for For a period of two three years after the Closing Date, Buyer shall not engage, and shall use reasonable best efforts to cause its Affiliates not to engage, in any transaction that would constitute an “unfair burdenassignment” (as that term is defined in Section 15(f) under applicable provisions of the Investment Company Act and interpreted by the SEC) on to a third party of any Fund registered under Investment Advisory Arrangement between Buyer or any of its Affiliates and any ’40 Act Fund, without first obtaining from the Investment Company Actcounterparty to such transaction a covenant in all material respects comparable to that contained in this Section 7.06. (bd) None of Buyer or any of its affiliated persons (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) has has, and Buyer shall ensure that no such persons have have, any express or implied understanding or arrangement which would reasonably be expected to impose an “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any of the Funds registered under the Investment Company ’40 Act Fund as a result of the transactions contemplated hereby or which would in any way violate violate, or otherwise make unavailable to Seller, Section 15(f) of the Investment Company Act.

Section 15(f). (a) Buyer acknowledges The Purchasers acknowledge and agrees agree that the transactions contemplated by this Agreement Transactions are intended to qualify for the treatment described in Section 15(f) of the Investment Company Act. In this regard, Buyer to the extent within the control of the Purchasers’ Group, the Purchasers’ Representative shall, and from and after the Closing Date shall, to the extent within its control, shall cause the BGI Business to Target Companies to, comply with the conditions of Section 15(f) of the Investment Company Act, including (i) to assure ensuring that, for a period of three (3) years after the Closing Date, at least 75% of the board of trustees or board of directors, as the case may be, Fund Board of each Registered Fund registered under the Investment Company Act or any permitted successor thereto are not “interested persons” of Buyer or Seller, the Purchasers’ Group or the respective “affiliated persons” ING Group (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of either; such efforts to include (A) causing any employee, officer, director or agent of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions a member of the Investment Company Act Purchasers’ Group, and interpreted by requesting any other individual who is for any reason an “interested person” of the SEC) Purchasers’ Group, who shall be a trustee or director of any Registered Fund registered under the Investment Company Act to resign when required to maintain such percentage, and (B) to ensure ensuring that vacancies on the board of trustees or board of directors, as the case may be, Fund Board of any Registered Fund registered under the Investment Company Act will be filled by a Person who is not an “interested person” of Buyerthe Purchasers’ Group, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions other member of the Investment Company Act and interpreted by the SEC)Purchasers’ Group, who has been selected and proposed for election by a majority of the trustees or directors who are not such “interested persons”, and who has been elected by shareholders in accordance with if such shareholder action is required by Section 16(b) of the Investment Company Act); and (ii) refraining from imposing or seeking to impose, for a period of two (2) years after the such Closing Date, any “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any Fund registered under the Investment Company ActRegistered Fund. (b) None of Buyer No Purchaser or any of its “affiliated persons persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) has has, and Buyer the Purchasers’ Representative shall ensure that no such persons have Persons have, any express or implied understanding or arrangement which would reasonably be expected to impose an “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any of the Registered Funds registered under the Investment Company Act as a result of the transactions contemplated hereby Transactions or would in any way violate cause Section 15(f) of the Investment Company ActAct to be unavailable.

Section 15(f). (a) Buyer Each Party acknowledges and agrees that the transactions contemplated by this Agreement Transactions are intended to qualify for the treatment described in in, and satisfy the applicable requirements of, Section 15(f) of the Investment Company Act. In this regard, Buyer shalleach Party, subject to their respective fiduciary duties and from and after the Closing Date shallapplicable Law, to the extent within its control, cause the BGI Business shall use commercially reasonable efforts to comply with the conditions of Section 15(f) of the Investment Company Act in respect of the transactions that are the subject of Section 15(f) of the Investment Company Act, including (i) to assure that, by taking such action (or refraining from taking such action) as necessary so that for a period of three (3) years after the Closing Date, at least 75% of the board applicable Buyer Fund Board of such Buyer Fund or any successor thereto (including by 45 114399-0014/143865664.11 reorganization or otherwise) are not Interested Persons of (A) any investment adviser of such Buyer Fund after the Closing or (B) the investment adviser of such Buyer Fund (or the applicable predecessor Fund) prior to the Closing, and (ii) by not imposing or seeking to impose for a period of two (2) years after the Closing Date, any Unfair Burden on such Buyer Fund. (b) In complying with Section 6.04(a)(i), each of the Buyer and the Seller, to the extent within its control, shall use commercially reasonable efforts to (i) if required, cause any employee, officer, director or agent of the Buyer, any Subsidiary of the Buyer or any of their respective Affiliated Persons who is a trustee or director of any Fund, any Buyer Fund or any successor thereto (including by reorganization or otherwise) to resign if necessary to maintain the percentage referred to in Section 6.04(a)(i) and (ii) ensure that vacancies on each Fund Board, Buyer Fund Board or any successor thereto (including by reorganization or otherwise) is filled by a Person who (A) is not an Interested Person of such an investment adviser referred to in Section 6.04(a)(i), (B) has been selected and proposed for election by a majority of the trustees or board directors who are not Interested Persons and (C) has been elected by shareholders in accordance with Section 16(b) of directors, as the case may be, of each Fund registered under the Investment Company Act or Act. (c) For a period of three (3) years after the Closing Date, the Buyer shall not engage, and shall use commercially reasonable efforts to cause its Affiliates not to engage, in any permitted successor thereto are not transaction that would constitute an “interested persons” of Buyer or Seller, or the respective “affiliated personsassignment” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of either; such efforts to include (A) causing any employee, officer, director or agent of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) who shall be a trustee or director third party of any Fund registered under Investment Advisory Contract between the Investment Company Act to resign when required to maintain such percentage, and (B) to ensure that vacancies on the board of trustees or board of directors, as the case may be, of any Fund registered under the Investment Company Act will be filled by a Person who is not an “interested person” of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC), who has been selected and proposed for election by a majority of the trustees or directors who are not such interested persons, and who has been elected by shareholders in accordance with Section 16(b) of the Investment Company Act; and (ii) refraining from imposing or seeking to impose, for a period of two years after the Closing Date, any “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any Fund registered under the Investment Company Act. (b) None of Buyer or any of its affiliated persons Affiliates, on the one hand, and any Fund or Buyer Fund, on the other hand, without first obtaining from the counterparty to such transaction a covenant in all material respects comparable to that contained in this Section 6.04. (as that term is defined under applicable provisions d) Neither Party, nor any of their Affiliated Persons, has, and each Party shall use commercially reasonable efforts to ensure, to the Investment Company Act and interpreted by the SEC) has and Buyer shall ensure extent within their control, that no such persons have Persons have, any express or implied understanding or arrangement which that would reasonably be expected to impose an “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) Unfair Burden on any of the Funds registered under the Investment Company Act Fund or any Buyer Fund as a result of the transactions contemplated hereby Transactions or that would in any way violate make unavailable to the Seller the benefits of Section 15(f) of the Investment Company Act, or any similar safe harbors provided by any applicable state Law, with respect to such Fund. (e) The Buyer may elect, in lieu of the covenants set forth in the preceding paragraphs, to apply for and obtain an exemptive order under Section 6(c) of the Investment Company Act from the provisions of Section 15(f)(1)(A) of the Investment Company Act, in form and substance reasonably acceptable to the Seller.