FUND OF FUNDS INVESTMENT AGREEMENT
FUND OF FUNDS INVESTMENT AGREEMENT
THIS AGREEMENT, dated as of January 19, 2022, is made between the Acquiring Fund listed and set out on Schedule A, as such schedule may be amended from time to time (each, an "Acquiring Fund"), and each Acquired Fund listed and set out on Schedule B, as such schedule may be amended from time to time, severally and not jointly (each, an "Acquired Fund," and together with the Acquiring Fund, the "Funds").
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)(A) Limits"); and Section 12(d)(1)(B) of the 1940 Act limits the extent to which an open-end registered 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, as interpreted or modified by the SEC or its staff from time to time (the "Rule"), permits registered investment companies, such as the Acquiring Fund, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1)(A) of the 1940 Act, subject to compliance with the conditions of the Rule; and
WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A) of the 1940 Act in reliance on the Rule;
NOW THEREFORE, in accordance with the Rule, the Acquiring Fund and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring Fund, as set out in Schedule A, may invest in the Acquired Funds, as set out in Schedule B, in reliance on the Rule:
1.Terms of Investment
(a)In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the Acquired Fund's investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agrees and covenants as follows:
(i)In-kind redemptions. The Acquiring Fund acknowledges and agrees that, if and to the extent 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 in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in kind), even where such Acquired Fund does not ordinarily satisfy redemption requests in kind.
(ii)Timing/advance notice of redemptions.
The Acquiring Fund will use reasonable efforts to spread large redemption requests over multiple days or to provide advance notification of redemption requests to the Acquired Fund whenever practicable and only if consistent with the Acquiring Fund's best interests. The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing and manner in which a redemption request is submitted, if any.
(iii)Scale of investment. Upon reasonable request by an Acquired Fund, the corresponding Acquiring Fund will provide summary information regarding the anticipated timeline and scale of its contemplated investment in the Acquired Fund.
2.Representations and Covenants of the Acquired Funds
(a)In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the Section 12(d)(1)(A) Limits, the Acquired Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if the Acquired Fund fails to comply with the Rule or this Agreement.
(b)In order to assist the Acquiring Fund's investment adviser with evaluating the complexity of the structure and fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund agrees and covenants that it shall provide each corresponding Acquiring Fund with information on the fees and expenses of the Acquired Fund, as reasonably requested by the corresponding Acquiring Fund with reference to the Rule. Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund.
(c)Prior to an Acquired Fund's initial acceptance of any subscription or investment from an Acquiring Fund in excess of the Section 12(d)(1)(A) Limits pursuant to the terms of this Agreement, the Acquired Fund shall provide written confirmation to the Acquiring Fund that the Acquired Fund's investment adviser has made all findings required on behalf of the Acquired Fund in accordance with the Rule.
3.Representations and Covenants of the Acquiring Fund
(a)In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the Section 12(d)(1)(A) Limits, the Acquiring Fund agrees to: (i) comply with all conditions of the Rule applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the Rule 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;
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(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)Prior to an Acquiring Fund's initial investment in an Acquired Fund in excess of the Section 12(d)(1)(A) Limits pursuant to the terms of this Agreement, 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 the Acquiring Fund in accordance with the Rule.
4.Indemnification
(a)Each Acquiring Fund agrees to hold harmless and indemnify each corresponding Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by, or claims or actions ("Claims") asserted against, the Acquired Fund, including any of its principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and conditions of this Agreement.
(b)Each Acquired Fund agrees to hold harmless and indemnify each corresponding Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by, or Claims asserted against, the Acquiring Fund, including any of its principals, directors or trustees, officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information provided by the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement.
( c)Any liability pursuant to the forgoing provisions shall be several and not joint. In any action involving the parties under this Agreement, the parties agree to look solely to the individual Acquiring Fund or Acquired Funds that are involved in the matter in controversy and not to other Funds or series.
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:
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If to the Acquiring Fund:
Xxxxx Xxxxxx
x/x XXXX Xxxxxxxxxxx LLC 000 Xxxxx Xxxxxx Xxxxxx, XX 00000
Email: xxxxx.xxxxxx@xxxxxxxxxx.xxx
With a copy to: Xxxxxxx XxXxxxxxx, Chief Legal Officer
x/x XXXX Xxxxxxxxxxx LLC 000 Xxxxx Xxxxxx Xxxxxx, XX 00000
Attn: Legal Dept. Email: xxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx
If to an Acquired Fund:
Xxxxx Xxxxxxx
Vice President Investment Compliance Franklin Xxxxxxxxx
One Xxxxxxxx Parkway
Building 000, 0xx Xxxxx
Xxx Xxxxx, XX 00000 E-mail: Rule12d1- 0XxxxxxxxxxXxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx
6.Term and Termination; Assignment; Amendment
(a)This Agreement, unless terminated as provided below, shall be effective for the duration of each Acquired Fund's and each Acquiring Fund's reliance on the Rule with respect to the purchase or acquisition by the Acquiring Funds of voting shares of the Acquired Funds. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b).
(b)This Agreement shall remain in effect until terminated in writing by either party upon 60- days' notice to the other party. Upon termination of this Agreement, an Acquiring Fund may not purchase additional shares of an Acquired Fund beyond the Section 12(d)(1)(A) Limits in reliance on the Rule.
(c)This Agreement may not be assigned (as that term is defined in the 0000 Xxx) by either party without the prior written consent of the other party.
(d)This Agreement may be amended only by written instrument that is signed by each
affected party.
(e)Schedules A and B to this Agreement may be amended from time to time to add or remove Acquiring Funds and Acquired Funds only by written instrument that is signed by each affected party.
(f)The terms of this Agreement shall apply individually between each Acquiring Fund (as specified in Schedule A) and its corresponding Acquired Fund (as specified in Schedule B) unless the context specifically requires otherwise.
(g)In an action involving any Acquiring Fund under this Agreement, the corresponding Acquired Funds agrees to look solely to the Acquiring Fund that is involved in the matter in controversy
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and not to any other Acquiring Fund or series of the trust or corporation of which any such Acquiring Fund is a series, if applicable, or to the Acquiring Funds' directors, trustees, officers, employees or shareholders, or any of them, or any of their personal assets .
(h)In an action involving any Acquired Funds under this Agreement, the corresponding Acquiring Fund agrees to look solely to the Acquired Funds that are involved in the matter in controversy and not to any other Acquired Fund or series of the trust or corporation of which any such Acquired Fund is a series, if applicable, or to the Acquired Funds' directors, trustees, officers, employees or shareholders, or any of them, or any of their personal assets.
(i)In no event and under no circumstances will any party to this Agreement be liable to any person, including without limitation any other party to this Agreement, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provisions of this Agreement, even if such party had been advised of the possibility of such losses or damages.
(i)With respect to each Fund that is a Massachusetts business trust or series thereof, as reflected in Schedule A or B, a copy of its Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of such Fund shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of such Fund.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
Each Registrant on behalf of itself and the Acquiring Funds listed on
Schedule A, Severally and Not Jointly
/s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President, PGIM Investments LLC
Western Asset Funds, Inc.,
on behalf of itself and its respective Acquired Funds listed on Schedule B, Severally and Not Jointly
/s/ Xxxx Trust Name: Xxxx Trust Title: President
SCHEDULE A
List of Acquiring Funds to Which the Agreement Applies
Acquiring Funds
AST Franklin 85/15 Diversified Allocation
Portfolio
*Denotes a Fund that is organized as a Massachusetts business trust (or a series thereof).
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SCHEDULE B
List of Acquired Funds to Which the Agreement Applies
Acquired Funds
Western Asset Core Plus Bond Fund
*Denotes a Fund that is organized as a Massachusetts business trust (or a series thereof).
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