Acquiring Fund Sample Clauses

Acquiring Fund and Fortis each shall have received an opinion of Dorsey & Whitney LLP, addressed to and in form and substance reasonably xxxxxxactory to it, as to the federal income tax consequences mentioned below ("Tax Opinion"). In rendering the Tax Opinion, such counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which such counsel may treat as representations and warranties made to it, and in separate letters addressed to such counsel and the certificates delivered pursuant to paragraph 3.4. The Tax Opinion shall be substantially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes:

Acquiring Fund. PIF on behalf of the Acquiring Fund represents and warrants to WM I and the Acquired Fund as follows:

Acquiring Fund. PVC on behalf of the Acquiring Fund represents and warrants to WMVT and the Acquired Fund as follows:

Acquiring Fund for its most recently completed ---------- fiscal year and, if applicable, the unaudited financial statements of each Acquiring Fund for its most recently completed semi-annual period.

Acquiring Fund. The Janus Adviser has an established methodology for setting expense limits for the Janus Trust that differs from the methodology used for the Xxxxxxxxx Target. Most significantly, it excludes from the expense limit percentage transfer agency fees, including sub-transfer agency and networking fees, and it is reviewed on an annual basis. For a period of one year commencing with the completion of the Xxxxxxxxx Merger (the “Expense Cap Period”), the Janus Adviser has agreed to waive its investment advisory fee and/or to reimburse Acquiring Fund expenses to the extent that the Acquiring Fund’s total annual fund operating expenses (excluding the fees payable pursuant to a Rule 12b-1 plan, shareholder servicing fees, such as transfer agency fees (including out-of-pocket costs), administrative services fees and any networking/omnibus/administrative fees payable by any share class, brokerage commissions, interest, dividends, taxes, acquired fund fees and expenses, and extraordinary expenses) exceed 1.03%. Amounts waived or reimbursed are not subject to recoupment by Janus Capital. Prior to the expiration of the Expense Cap Period, such waiver may be terminated only with the consent of the Board of Trustees. The foregoing expense limitation for the Acquiring Fund is a non-standard contractual waiver relative to the Janus Adviser’s standard methodology. Had the expense limitation for the Acquiring Fund been established based on the Janus Adviser’s standard methodology, the expense limit would have been higher, at 1.20%. There is no assurance that, following the expiration of the contractual waivers, the Janus Adviser will agree to waive its investment advisory fee and/or reimburse Fund expenses at the non-standard level, the standard level or at any other level, and the total annual operating expenses for the Acquiring Fund could exceed the limit that will apply for the Expense Cap Period and also could exceed the limits currently effective for each Target Fund. Changes to asset levels of either Target Fund or the expenses and asset levels of the Acquiring Fund since the periods shown above could impact the expenses shown below that will be paid by the Acquiring Fund. SHAREHOLDER FEES (fees paid directly from your investment) Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Emerging Markets Fund (Acquiring Fund) Class A Shares Emerging Emerging Markets Fund Markets Fund (Janus Target) (Xxxxxxxxx Target) Pro Forma (Xxxxxxxxx Merger Only) Pro Forma (Both Mergers) Maximum Sales Charge ...

Acquiring Fund. The Trust, on behalf of the Acquiring Fund, has all material federal, state and local authorizations necessary to own all of its properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Acquiring Fund.

Acquiring Fund s execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, materially violate the Corporation's Articles of Incorporation or By-Laws or any provision of any agreement (known to such counsel, without any independent inquiry or investigation) to which the Corporation (with respect to Acquiring Fund) is a party or by which it is bound or (to the knowledge of such counsel, without any independent inquiry or investigation) result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree to which the Corporation (with respect to Acquiring Fund) is a party or by which it is bound, except as set forth in such opinion or as previously disclosed in writing to and accepted by the Corporation on behalf of Target;

Acquiring Fund. PIF on behalf of the Acquiring Fund represents and warrants to WM SAM and the Acquired Xxnd as follows: