Common use of Representations and Warranties by the Trust Clause in Contracts

Representations and Warranties by the Trust. The Trust represents and warrants to the Governor Funds that: (a) The Trust is a business trust created under the laws of the State of Delaware on August 11, 2000, and is validly existing and in good standing under the laws of that state. The Trust, of which the Vision Portfolio is a diversified separate series of shares, is duly registered under the 1940 Act, as an open-end, management investment company, such registration is in full force and effect as of the date hereof or will be in full force and effect as of the Closing and all of its shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital. (b) The Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value. Each outstanding share is fully paid, non-assessable and has full voting rights and, except for any shares sold pursuant to the private offering exemption for purposes of raising initial capital, is fully transferable. The shares of beneficial interest of the Vision Portfolio to be issued pursuant to this Agreement will be fully paid, non-assessable, fully transferable and have full voting rights. (c) At the Closing, the shares of beneficial interest of the Vision Portfolio will be eligible for offering to the public in those states of the United States and jurisdictions in which the Investor Shares of the Governor Portfolio are presently eligible for offering to the public, and there are a sufficient number of such shares registered under the 1933 Act, to permit the transfers contemplated by this Agreement to be consummated. (d) The Trust has the necessary power and authority to conduct its business as such business is now being conducted. (e) The Trust is not a party to or obligated under any provision of its Agreement and Declaration of Trust, By-laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree, which would be violated by its execution of or performance under this Agreement. (f) Neither the Trust nor the Vision Portfolio is under the jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (g) The Trust does not have any unamortized or unpaid organizational fees or expenses. (h) The books and records of the Vision Portfolio made available to the Governor Funds and/or its counsel are true and correct in all material respects and contain no material omissions with respect to the business and operations of the Vision Portfolio. 6.

Representations and Warranties by the Trust. The Trust represents and warrants to the Governor Funds PaineWebber Trust that: (a) The Trust is a business trust created under the laws of the State of Delaware on August 11December 1, 20001993, and is validly existing and in good standing under the laws of that stateState. The Trust, of which the Vision Portfolio Xxxxxxx Fund is a diversified separate series of shares, is duly registered under the 1940 Act, as an open-end, end management investment company, such registration is in full force and effect as of the date hereof or will be in full force and effect as of the Closing and all of its shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising the required initial capital. (b) The Trust is authorized to issue an unlimited number of shares of beneficial interest, without $0.001 par value, of the Xxxxxxx Fund. Each outstanding share of the Xxxxxxx Fund is fully paid, non-assessable and has full voting rights and, except for any shares sold pursuant to the private offering exemption for purposes of raising the required initial capital, is fully transferable. The shares of beneficial interest of the Vision Portfolio Xxxxxxx Fund to be issued pursuant to this Agreement will Section 1 hereof will, upon their issuance, be duly and validly issued and fully paid, paid and non-assessable, fully transferable and have full voting rights. (c) At the Closing, the each class of shares of beneficial interest of the Vision Portfolio Xxxxxxx Fund to be issued pursuant to this Agreement will be eligible for offering to the public in those states of the United States and jurisdictions in which the Investor Shares corresponding class of shares of the Governor Portfolio PaineWebber Fund are presently eligible for offering to the public, and there are an unlimited number of shares registered under the 1933 Act such that there is a sufficient number of such shares registered under the 1933 Act, to permit the transfers contemplated by this Agreement to be consummated. (d) The statement of assets and liabilities of the Xxxxxxx Fund to be furnished by the Trust as of the Close of Business on the Valuation Date for the purpose of determining the number of shares of beneficial interest of the Xxxxxxx Fund to be issued pursuant to Section 1 hereof will accurately reflect the net assets of the Xxxxxxx Fund and outstanding shares of beneficial interest, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis. (e) At the Closing, the Trust will have good and marketable title to all of the securities and other assets shown on the statement of assets and liabilities referred to in subsection (d) above, free and clear of all liens or encumbrances of any nature whatsoever, except such restrictions as might arise under the 1933 Act with respect to privately placed or otherwise restricted securities that it may have acquired in the ordinary course of business and such imperfections of title or encumbrances as do not materially detract from the value or use of the assets subject thereto, or materially affect title thereto. (f) The Trust has the necessary power and authority to conduct its business and the business of the Xxxxxxx Fund as such business is businesses are now being conducted. (eg) The Trust is not a party to or obligated under any provision of its Agreement and Declaration of Trust, By-laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree, which decree that would be violated by its execution of or performance under this Agreement. (fh) The Trust has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly and validly authorized, executed and delivered by it, and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to enforcement to the effect of bankruptcy, insolvency, reorganization, arrangements among creditors, moratorium, fraudulent transfer or conveyance, and other similar laws of general applicability relating to or affecting creditors rights and to general equity principles. (i) Neither the Trust nor the Vision Portfolio Xxxxxxx Fund is under the jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (g) The Trust does not have any unamortized or unpaid organizational fees or expenses. (hj) The books and records of the Vision Portfolio Xxxxxxx Fund made available to the Governor Funds PaineWebber Trust and/or its counsel are true and correct in all material respects and contain no material omissions with respect to the business and operations of the Vision PortfolioXxxxxxx Fund. (k) The Xxxxxxx Fund has since its inception satisfied, will at the Closing satisfy, and consummation of the transactions contemplated by this Agreement will not cause it to fail to satisfy, for any period, the requirements of Subchapter M of the Code relating to qualification as a regulated investment company. 6.

Representations and Warranties by the Trust. The Trust represents and warrants to the Governor Funds that: (a) The Trust is a business trust created under the laws of the State of Delaware on August 11, 2000, and is validly existing and in good standing under the laws of that state. The Trust, of which the Vision Portfolio is a diversified separate series of shares, is duly registered under the 1940 Act, as an open-end, management investment company, such registration is in full force and effect as of the date hereof or will be in full force and effect as of the Closing and all of its shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital. (b) The Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value. Each outstanding share is fully paid, non-assessable and has full voting rights and, except for any shares sold pursuant to the private offering exemption for purposes of raising initial capital, is fully transferable. The shares Class A Shares of beneficial interest of the Vision Portfolio to be issued pursuant to this Agreement will be fully paid, non-assessable, fully transferable and have full voting rights. (c) At the Closing, the shares Class A Shares of beneficial interest of the Vision Portfolio will be eligible for offering to the public in those states of the United States and jurisdictions in which the Investor Shares of the Governor Portfolio are presently eligible for offering to the public, and there are a sufficient number of such shares registered under the 1933 Act, to permit the transfers contemplated by this Agreement to be consummated. (d) The Trust has the necessary power and authority to conduct its business as such business is now being conducted. (e) The Trust is not a party to or obligated under any provision of its Agreement and Declaration of Trust, By-laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree, which would be violated by its execution of or performance under this Agreement. (f) Neither the Trust nor the Vision Portfolio is under the jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (g) The Trust does not have any unamortized or unpaid organizational fees or expenses. (h) The books and records of the Vision Portfolio made available to the Governor Funds and/or its counsel are true and correct in all material respects and contain no material omissions with respect to the business and operations of the Vision Portfolio. (i) For each taxable year of its operations the Vision Portfolio has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to compute and has computed its federal income tax under Section 852 of the Code, has distributed all of its investment company taxable income and net capital gains (as defined in the Code) for periods ending prior to the Closing Date and intends to do so for the taxable year including the Closing Date. 6.