FUND OF FUNDS INVESTMENT AGREEMENT
Exhibit 99.(h).11
FUND OF FUNDS INVESTMENT AGREEMENT
THIS AGREEMENT, dated as of January 19, 2022, between the Acquiring Fund (the “Acquiring Fund”), and the Acquired Fund (the “Acquired Fund” and together with the Acquiring Fund, the “Funds”), listed on Schedule A.
WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment companies, Section 12(d)(1)(B) limits the extent to which a registered open-end investment company, its principal underwriter or registered brokers or dealers may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Fund, to invest in shares of other registered investment companies, such as the Acquired Fund, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and
WHEREAS, the Acquiring Fund may, from time to time, invest in shares of the Acquired Fund in excess of the limitations of Section 12(d)(1)(A) in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Fund and the Acquired Fund desire to set forth the following terms pursuant to which the Acquiring Fund may invest in the Acquired Fund in reliance on the Rule.
| 1. | Terms of Investment |
(a) In order to help reasonably address the risk of undue influence on the Acquired Fund by the Acquiring Fund, the Acquiring Fund and the Acquired Fund agree as follows:
(i) Material terms regarding the Acquiring Fund’s investment in the Acquired Fund necessary to make the required findings:
(A) In-kind redemptions. The Acquiring Fund acknowledges and agrees that, consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may honor any redemption request partially or wholly in-kind.
(B) Timing/advance notice of redemptions. The Acquiring Fund represents that:
(1) The Acquiring Fund will use reasonable efforts to spread large redemption requests over multiple days and/or to provide advance notification of redemption requests to the Acquired Fund whenever practicable;
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(2) The Acquiring Fund will not seek to disrupt, or intentionally disrupt, the management of the Acquired Fund in connection with any redemption request; and
(3) All acquisitions of shares of the Acquired Fund by the Acquiring Fund will be made for investment purposes and not for control purposes, and to the extent that the Acquiring Fund were required to report its holdings of Acquired Fund shares pursuant to Section 13(d) and/or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such holdings would qualify at all times and under all circumstances for reporting on Form 13G under the Exchange Act.
(C) Scale of investment. Upon a reasonable request by the Acquired Fund, the Acquiring Fund will provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and scale of its contemplated investments in Acquired Fund. The Acquired Fund acknowledges and agrees that any information provided pursuant to the foregoing is not a commitment to purchase and constitutes an estimate that may differ materially from the amount, timing and manner in which a purchase order is submitted, if any.
(b) In order to assist the Acquiring Fund’s investment adviser with assessing the impact of fees and expenses associated with an investment in the Acquired Fund, the Acquired Fund shall provide the Acquiring Fund with information reasonably requested by the Acquiring Fund to comply with the terms and conditions of the Rule, including information on the fees and expenses of the Acquired Fund.
| 2. | Representations of the Acquired Fund. |
(a) In connection with any investment by the Acquiring Fund in the Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees: (i) to comply with all conditions of the Rule applicable to the Acquired Fund; (ii) to comply with its obligations under this Agreement; and (iii) to promptly notify the Acquiring Fund if the Acquired Fund fails to comply with the Rule or this Agreement.
(b) The Acquired Fund represents that upon an investment by the Acquiring Fund in the Acquired Fund, it will not own, and it will not purchase or otherwise acquire during the term of this Agreement, the securities of an investment company or private fund relying on Section 3(c)(1) or 3(c)(7) of the 1940 Act where immediately after such purchase or acquisition, the securities of investment companies and private funds owned by the Acquired Fund have an aggregate value in excess of 10% of the value of the total assets of the Acquired Fund except as otherwise permitted by the Rule and guidance issued thereunder by the SEC or its Staff.
| 3. | Representations of the Acquiring Fund. |
In connection with any investment by the Acquiring Fund in the Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees: (i) to comply with all conditions of the Rule applicable to the Acquiring Fund; (ii) to comply with its obligations under this Agreement; and (iii) to promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the Rule or this Agreement.
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| 4. | Indemnification. |
(a) The Acquiring Fund agrees to hold harmless and indemnify the Acquired Fund, including any of their principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions asserted against the Acquired Fund (“Acquired Fund Claims”), including any of their principals, directors or trustees, officers, employees and agents, to the extent such Acquired Fund Claims result from (i) a violation or alleged violation by the Acquiring Fund of any provision of this Agreement or (ii) a violation or alleged violation by the Acquiring Fund of the terms and conditions of the Rule, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Acquired Fund Claims.
(b) The Acquired Fund agrees to hold harmless and indemnify the Acquiring Fund, including any of its directors or trustees, officers, employees and agents, against and from any asserted against the Acquiring Fund (“Acquiring Fund Claims”), including any of its directors or trustees, officers, employees and agents, to the extent such Acquiring Fund Claims result from (i) a violation or alleged violation by the Acquired Fund of any provision of this Agreement or (ii) a violation or alleged violation by the Acquired Fund of the terms and conditions of the Rule, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Acquiring Fund Claims.
| 5. | Notices |
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below.
| If to the Acquiring Fund: | If to the Acquired Fund: |
| Xxx Xxxxxxxxx | Xxx Xxxxxxxxx |
| c/o Xxxx Xxxxxxx Investment Management LLC | c/o Xxxx Xxxxxxx Investment Management LLC |
| 000 Xxxxxxxx Xxxxxx | 000 Xxxxxxxx Xxxxxx |
| Xxxxxx, XX 00000 | Xxxxxx, XX 00000 |
| Fax: | Fax: |
| Email: Xxx_Xxxxxxxxx@xxxxxxxx.xxx | Xxxxx: Xxx_Xxxxxxxxx@xxxxxxxx.xxx |
| With a copy to: | With a copy to: |
| Xxxxxxxxxxx Xxxxxxx | Xxxxxxxxxxx Xxxxxxx |
| Attn: Legal Dept. | Attn: Legal Dept. |
| 000 Xxxxxxxx Xxxxxx | 000 Xxxxxxxx Xxxxxx |
| Xxxxxx, XX 00000 | Xxxxxx, XX 00000 |
| Fax: | Fax: |
| Email: XXxxxxxx@xxxxxxxx.xxx | Email: XXxxxxxx@xxxxxxxx.xxx |
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| 6. | Term and Termination; Assignment; Amendment |
(a) This Agreement shall be effective for the duration of the Acquired Fund’s and the Acquiring Fund’s reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b).
(b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits.
(c) This Agreement may not be assigned by either party without the prior written consent of the other.
(d) This Agreement may be amended only by a writing that is signed by each affected party.
(e) In the event that any counterparty to this Agreement wishes to include one or more series in addition to those originally set forth in Schedule A, such counterparty shall so notify the other counterparty in writing, and, upon written agreement, such series shall hereunder become an Acquiring Fund or Acquired Fund, as the case may be, and Schedule A shall be amended accordingly.
(f) Notwithstanding Section 6(e) of this Agreement, each counterparty to this Agreement agrees that any investment by an Acquiring Fund in a series otherwise subject to Section 6(e) that is within the limit in Section 12(d)(1)(A)(i) of the 1940 Act shall be governed by the terms of this Agreement and such series shall automatically be deemed an Acquired Fund as of the date of the initial investment in such series even if not explicitly named in Schedule A. Any investment in an Acquired Fund that is proposed to be in excess of the limit in Section 12(d)(1)(A)(i) shall be subject to the prior written agreement requirement set forth in Section 6(e) of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
XXXX XXXXXXX VARIABLE INSURANCE TRUST
| Xxxxxx X. Xxxxxx | Xxxxxx X. Xxxxxx | /s/ Xxxxxx X. Xxxxxx | ||
| Name of Authorized Signer | Signature | |||
| Title: President |
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XXXX XXXXXXX FINANCIAL OPPORTUNITIES FUND
HEDGED EQUITY & INCOME FUND
INCOME SECURITIES TRUST
INVESTORS TRUST
XXXX XXXXXXX XXXX TRUST
XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND
XXXX XXXXXXX CAPITAL SEREIES
XXXX XXXXXXX COLLATERAL TRUST
XXXX XXXXXXX CURRENT INTEREST
XXXX XXXXXXX EXCHANGE-TRADED FUND TRUST
XXXX XXXXXXX FUNDS II
XXXX XXXXXXX FUNDS III
XXXX XXXXXXX GA MORTGAGE TRUST
XXXX XXXXXXX INVESTMENT TRUST
XXXX XXXXXXX INVESTMENT TRUST II
XXXX XXXXXXX MUNICIPAL SECURITIES TRUST
XXXX XXXXXXX SOVEREIGN BOND FUND
XXXX XXXXXXX STRATEGIC SERIES
PREFERRED INCOME FUND
PREFERRED INCOME FUND II
PREFERRED INCOME FUND III
PREMIUM DIVIDEND FUND
TAX-ADVANTAGED DIVIDEND INCOME FUND
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TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
XXXX XXXXXXX EXCHANGE-TRADED FUND TRUST
| Xxxxxx X. Xxxxxx | Xxxxxx X. Xxxxxx | /s/ Xxxxxx X. Xxxxxx | ||
| Name of Authorized Signer | Signature | |||
| Title: President |
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SCHEDULE A
List of Funds to Which the Agreement Applies
Acquiring Funds
Xxxx Xxxxxxx Variable Insurance Trust
Lifestyle Balanced Portfolio
Lifestyle Conservative Portfolio
Lifestyle Growth Portfolio
Lifestyle Moderate Portfolio
Managed Volatility Balanced Portfolio
Managed Volatility Conservative Portfolio
Managed Volatility Growth Portfolio
Managed Volatility Moderate Portfolio
Acquired Funds
Financial Opportunities Fund
Xxxx Xxxxxxx Financial Opportunities Fund
Hedged Equity & Income Fund
Xxxx Xxxxxxx Hedged Equity & Income Fund
Income Securities Trust
Xxxx Xxxxxxx Income Securities Trust
Investors Trust
Xxxx Xxxxxxx Investors Trust
Xxxx Xxxxxxx Xxxx Trust
Xxxx Xxxxxxx ESG Core Bond Fund
Xxxx Xxxxxxx Government Income Fund
Xxxx Xxxxxxx High Yield Fund
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Xxxx Xxxxxxx Investment Grade Bond Fund
Xxxx Xxxxxxx Xxxxx Duration Bond Fund
Xxxx Xxxxxxx California Tax-Free Income Fund
Xxxx Xxxxxxx California Tax-Free Income Fund
Xxxx Xxxxxxx Capital Series
Xxxx Xxxxxxx Classic Value Fund
Xxxx Xxxxxxx U. S. Global Leaders Growth Fund
Xxxx Xxxxxxx Collateral Trust
Xxxx Xxxxxxx Collateral Trust
Xxxx Xxxxxxx Current Interest
Xxxx Xxxxxxx Money Market Fund
Xxxx Xxxxxxx Exchange-Traded Fund Trust
Xxxx Xxxxxxx Corporate Bond ETF
Xxxx Xxxxxxx Mortgage-Backed Securities ETF
Xxxx Xxxxxxx Multifactor Consumer Discretionary ETF
Xxxx Xxxxxxx Multifactor Consumer Staples ETF
Xxxx Xxxxxxx Multifactor Developed International ETF
Xxxx Xxxxxxx Multifactor Emerging Markets ETF
Xxxx Xxxxxxx Multifactor Energy ETF
Xxxx Xxxxxxx Multifactor Financials ETF
Xxxx Xxxxxxx Multifactor Healthcare ETF
Xxxx Xxxxxxx Multifactor Industrials ETF
Xxxx Xxxxxxx Multifactor Large Cap ETF
Xxxx Xxxxxxx Multifactor Materials ETF
Xxxx Xxxxxxx Multifactor Media and Communications ETF
Xxxx Xxxxxxx Multifactor Mid Cap ETF
Xxxx Xxxxxxx Multifactor Small Cap ETF
Xxxx Xxxxxxx Multifactor Technology ETF
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Xxxx Xxxxxxx Multifactor Utilities ETF
Xxxx Xxxxxxx Preferred Income ETF
Xxxx Xxxxxxx Funds II
Absolute Return Currency Fund
Fundamental All Cap Core Fund
Multi-Asset Absolute Return Fund
Alternative Asset Allocation Fund
Blue Chip Growth Fund
Capital Appreciation Fund
Capital Appreciation Value Fund
Core Bond Fund
Emerging Markets Debt Fund
Emerging Markets Fund
Equity Income Fund
Floating Rate Income Fund
Fundamental Global Franchise
Global Equity Fund
Health Sciences Fund
High Yield Fund
International Small Company Fund
International Strategic Equity Allocation Fund
Mid Value Fund
Multi-Asset High Income Fund
Multi-Index 2010 Lifetime Portfolio
Multi-Index 2015 Lifetime Portfolio
Multi-Index 2020 Lifetime Portfolio
Multi-Index 2025 Lifetime Portfolio
Multi-Index 2025 Preservation Portfolio
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Multi-Index 2030 Lifetime Portfolio
Multi-Index 2030 Preservation Portfolio
Multi-Index 2035 Lifetime Portfolio
Multi-Index 2035 Preservation Portfolio
Multi-Index 2040 Lifetime Portfolio
Multi-Index 2040 Preservation Portfolio
Multi-Index 2045 Lifetime Portfolio
Multi-Index 2045 Preservation Portfolio
Multi-Index 2050 Lifetime Portfolio
Multi-Index 2050 Preservation Portfolio
Multi-Index 2055 Lifetime Portfolio
Multi-Index 2055 Preservation Portfolio
Multi-Index 2060 Lifetime Portfolio
Multi-Index 2060 Preservation Portfolio
Multi-Index 2065 Lifetime Portfolio
Multi-Index 2065 Preservation Portfolio
Multi-Index Income Preservation Portfolio
Multi-Index Lifestyle Aggressive Portfolio
Multi-Index Lifestyle Balanced Portfolio
Multi-Index Lifestyle Conservative Portfolio
Multi-Index Lifestyle Growth Portfolio
Multi-Index Lifestyle Moderate Portfolio
Multimanager 2010 Lifetime Portfolio
Multimanager 2015 Lifetime Portfolio
Multimanager 2020 Lifetime Portfolio
Multimanager 2025 Lifetime Portfolio
Multimanager 2030 Lifetime Portfolio
Multimanager 2035 Lifetime Portfolio
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Multimanager 2040 Lifetime Portfolio
Multimanager 2045 Lifetime Portfolio
Multimanager 2050 Lifetime Portfolio
Multimanager 2055 Lifetime Portfolio
Multimanager 2060 Lifetime Portfolio
Multimanager 2065 Lifetime Portfolio
New Opportunities Fund
Opportunistic Fixed Income Fund
Real Estate Securities Fund
Science & Technology Fund
Small Cap Growth Fund
Small Cap Value Fund
Strategic Equity Allocation Fund
Strategic Income Opportunities Fund
U.S. Sector Rotation Fund
Multimanager Lifestyle Aggressive Portfolio
Multimanager Lifestyle Balanced Portfolio
Multimanager Lifestyle Conservative Portfolio
Multimanager Lifestyle Growth Portfolio
Multimanager Lifestyle Moderate Portfolio
Retirement Income 2040 Fund
Xxxx Xxxxxxx Funds III
Xxxx Xxxxxxx Disciplined Value Fund
Xxxx Xxxxxxx Disciplined Value Mid Cap Fund
Xxxx Xxxxxxx Global Shareholder Yield Fund
Xxxx Xxxxxxx International Growth Fund
Xxxx Xxxxxxx U.S. Growth Fund
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Xxxx Xxxxxxx GA Mortgage Trust
Xxxx Xxxxxxx GA Mortgage Trust
Xxxx Xxxxxxx Investment Trust
Xxxx Xxxxxxx Diversified Real Assets Fund
Xxxx Xxxxxxx Mid Cap Growth Fund
Xxxx Xxxxxxx Balanced Fund
Xxxx Xxxxxxx Disciplined Value International Fund
Xxxx Xxxxxxx Diversified Macro Fund
Xxxx Xxxxxxx Emerging Markets Equity Fund
Xxxx Xxxxxxx ESG International Equity Fund
Xxxx Xxxxxxx ESG Large Cap Core Fund
Xxxx Xxxxxxx Fundamental Large Cap Core Fund
Xxxx Xxxxxxx Global Environmental Opportunities Fund
Xxxx Xxxxxxx Global Thematic Opportunities Fund
Xxxx Xxxxxxx Infrastructure Fund
Xxxx Xxxxxxx International Dynamic Growth Fund
Xxxx Xxxxxxx Seaport Long/Short Fund
Xxxx Xxxxxxx Small Cap Core Fund
Xxxx Xxxxxxx Investment Trust II
Xxxx Xxxxxxx Financial Industries Fund
Xxxx Xxxxxxx Regional Bank Fund
Xxxx Xxxxxxx Municipal Securities Trust
Xxxx Xxxxxxx High Yield Municipal Bond Fund
Xxxx Xxxxxxx Tax-Free Xxxx
Xxxx Xxxxxxx Sovereign Bond Fund
Xxxx Xxxxxxx Xxxx Fund
Xxxx Xxxxxxx Strategic Series
Xxxx Xxxxxxx Income Fund
Xxxx Xxxxxxx Managed Account Shares Investment-Grade Corporate Bond Portfolio
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Xxxx Xxxxxxx Managed Account Shares Non-Investment-Grade Corporate Bond Portfolio
Xxxx Xxxxxxx Managed Account Shares Securitized Debt Portfolio
Preferred Income Fund
Xxxx Xxxxxxx Preferred Income Fund
Preferred Income Fund II
Xxxx Xxxxxxx Preferred Income Fund II
Preferred Income Fund III
Xxxx Xxxxxxx Preferred Income Fund III
Premium Dividend Fund
Xxxx Xxxxxxx Premium Dividend Fund
Tax-Advantaged Dividend Income Fund
Xxxx Xxxxxxx Tax-Advantaged Dividend Income Fund
Tax-Advantaged Global Shareholder Yield Fund
Xxxx Xxxxxxx Tax-Advantaged Global Shareholder Yield Fund
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