Document

THIS AGREEMENT, dated as of [ ], between each Acquiring Fund identified on Schedule A[, on behalf of its series identified on Schedule A] (each, an “Acquiring Fund”), the investment adviser to each Acquiring Fund, and each Acquired Fund identified on Schedule A[, on behalf of its series identified on Schedule A] (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”)[, each Fund [(and series thereof)] acting on its own behalf and separately from all of the other Funds [(and their series)] and not jointly or jointly and severally with any of the other Funds [(or their series)]]. To the extent multiple Acquiring Funds and/or Acquired Funds are parties to this Agreement, the Agreement is to be treated as if each Acquiring Fund and each Acquired Fund had been the subject of a separate agreement, and references in the Agreement to “the Acquiring Fund” and “the Acquired Fund” shall mean each Acquiring Fund individually and each Acquired Fund individually, as the case may be.

WHEREAS, each Fund is an investment company that (a) 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”) (a “registered investment company”), or (b) has elected to be regulated as a business development company under the 1940 Act (a “business development company”) (each registered investment company or business development company, a “regulated fund”);

WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a regulated fund may invest in shares of another regulated fund where at least one of the acquiring or acquired funds is a regulated fund; 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 the registered open-end investment company to another regulated fund; and Section 12(d)(1)(C) limits the extent to which a regulated fund may invest in the shares of a closed-end regulated fund;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits a regulated fund, such as the Acquiring Fund, to invest in shares of another regulated fund, such as the Acquired Fund, in excess of the limits of Section 12(d)(1)(A), (B) and (C) of the 1940 Act, subject to compliance with the conditions of the Rule; and

NOW THEREFORE, in accordance with the Rule and in consideration of the potential benefits to the Acquiring Fund and the Acquired Fund arising out of the Acquiring Fund’s investment in the Acquired Fund, 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.

(a) In order to help reasonably address the risk of undue influence on the Acquired Fund by the Acquiring Fund, and to assist the Acquired Fund’s investment adviser with making the required findings under the Rule, the Acquiring Fund and the Acquired Fund agree 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 the Acquired Fund does not ordinarily satisfy redemption requests in kind.

(ii) Timing/advance notification of redemptions/repurchases. The Acquiring Fund will only participate in tender offers of the Acquired Fund if it must satisfy its own repurchase requests and would prefer not to use other sources of liquidity. The Acquiring Fund will not participate in tender offers as a means to exert influence over the Acquired Fund. Because the investment advisers of both the Acquiring Fund and Acquiring Fund are affiliated, advance notice will not be necessary, and the Acquiring Fund’s investment adviser will take reasonable steps to align tender requests with the Acquired Fund’s tender offers in the ordinary course.

(iii) Scale of investment. The Acquiring Fund has provided summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund, and will promptly update the Acquired Fund in the event the information provided changes.

(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 the Acquired Fund, the Acquired Fund shall provide the Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund.

(c) The Acquiring Fund acknowledges and agrees that, to the extent permitted by the Acquired Fund’s organizational and offering documents, the Acquired Fund, in its sole discretion, may reject any purchase or other acquisition of the Acquired Fund’s shares by the Acquiring Fund and may redeem some or all of the Acquiring Fund’s investment in the Acquired Fund at any time, whether to comply with regulatory requirements or for any other reason.

(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) or Section 12(d)(1)(C), the Acquired 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 Acquired Fund; (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, as interpreted or modified by the SEC or its staff from time to time, with respect to an investment by the Acquiring Fund or this Agreement.

(b) The Acquired Fund agrees that: (i) before the initial investment in the Acquired Fund by the Acquiring Fund in excess of the limitations in Section 12(d)(1)(A)(i), the Acquired Fund’s investment adviser will make the finding required by Rule 12d1-4(b)(2)(i)(B) under the 1940 Act with respect to that investment, considering, at a minimum, the items specified in Rule 12d1-4(b)(2)(i)(B); and (ii) the Acquired Fund’s investment adviser will report the finding described in (i) above and the basis thereof to the Acquired Fund’s board of directors, no later than the next regularly scheduled board of directors meeting, as required by Rule 12d1-4(b)(2)(i)(C) under the 1940 Act.

(c) The Acquired Fund agrees that, during such time as the Acquiring Fund invests in the Acquired Fund in reliance on the Rule, the Acquired Fund will not purchase or otherwise acquire the securities of a regulated fund or private fund except as permitted by Rule 12d1-4(b)(3)(ii) under the 1940 Act.

(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) or Section 12(d)(1)(C), the Acquiring Fund and its investment adviser 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 Fund’s investment in the Acquired Fund; (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, as interpreted or modified by the SEC or its staff from time to time, with respect to its investment in the Acquired Fund or this Agreement.

(b) The Acquiring Fund and its investment adviser agrees that: (i) before the initial investment in the Acquired Fund by the Acquiring Fund in excess of the limitations in Section 12(d)(1)(A)(i), the Acquiring Fund’s investment adviser will evaluate the complexity of the structure and fees and expenses associated with the Acquiring Fund’s investment in the Acquired Fund and find that the Acquiring Fund’s fees and expenses do not duplicate the fees and expenses of the Acquired Fund, in each case as required by Rule 12d1-4(b)(2)(i)(A) under the 1940 Act; and (ii) the Acquiring Fund’s investment adviser will report the evaluation and finding described in (i) above and the basis thereof to the Acquiring Fund’s board of directors, no later than the next regularly scheduled board of directors meeting, as required by Rule 12d1-4(b)(2)(i)(C) under the 1940 Act.

(e) The Acquiring Fund agrees that, in order to mitigate potential conflicts of interest, it shall mirror vote its shares in the same proportion for and against any matter as the non-mirror voting shareholders at any meeting of shareholders of the Acquired Fund.

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 (which address may be changed from time to time by notice to the other parties).


If to the Acquiring Fund:			If to the Acquired Fund:
[Name] c/o [Company] [Address] [City, State, Zip] Fax: Email: With a copy to: [Name] Attn: Legal Dept. [Address] [City, State, Zip] Fax: Email:			[Name] c/o [Company] [Address] [City, State, Zip] Fax: Email: With a copy to: [Name] Attn: Legal Dept. [Address] [City, State, Zip] Fax: Email:

(a) This Agreement shall be effective with respect to a particular Acquiring Fund and a particular Acquired Fund for the duration of that Acquired Fund’s and that Acquiring Fund’s reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6(b).

(b) This Agreement shall continue with respect to a particular Acquiring Fund and a particular Acquired Fund until terminated in writing by either Fund upon 60 days’ notice to the other Fund. Upon termination of this Agreement with respect to a particular Acquiring Fund and a particular Acquired Fund, that Acquiring Fund may not purchase additional shares of that Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule.

(a) This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties or commitments regarding the subject matter hereof whether oral or in writing.

(b) The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive the party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver of any term of this Agreement must be in writing signed by the waiving party.

(c) If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

(f) Unless each party consents in writing to an alternative forum, the sole and exclusive forum for any action arising under or to interpret, apply, enforce or determine the validity of this Agreement shall be brought in the federal courts sitting within the Southern District of New York. Each party hereto shall be (i) deemed to have notice of and consented to the provisions of this paragraph and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this paragraph.

(g) [In any action, duty or obligation involving one or more Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to each individual series of the Acquiring Fund(s) that are involved in the matter in controversy separately from all of the other series of the Acquiring Funds and not jointly or jointly and severally with any other series of the Acquiring Funds.]

(h) [In any action, duty or obligation involving one or more Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to each individual series of the Acquired Fund(s) that are involved in the matter in controversy separately from all of the other series of the Acquired Funds and not jointly or jointly and severally with any other series of the Acquired Funds.]

(i) The Acquired Fund and the Acquiring Fund agree, upon the reasonable request of the other party but in any event no more frequently than annually, to certify compliance with this Agreement and, in respect of the Acquiring Fund’s investment in the Acquired Fund, the Rule.


Name of Authorized Signer	Print	Signature
Title:


Name of Authorized Signer	Print	Signature
Title:


Name of Authorized Signer	Print	Signature
Title: