Common use of Broker-Dealer and Investment Advisory Matters Clause in Contracts

Broker-Dealer and Investment Advisory Matters. (a) Each of the Company and its Subsidiaries and each of their respective officers and employees who are required to be registered, licensed or qualified as (A) a broker-dealer or investment adviser or (B) a registered representative or investment adviser representative with the SEC or any securities or insurance commission or other Governmental Entity are duly registered as such, and such registrations are in full force and effect, or are in the process of being registered as such within the time periods required by applicable law, and neither the Company nor any of its Subsidiaries has received any written notice of proceedings, except for examinations conducted in the regular course of the Company's and its Subsidiaries' business, which are outstanding or unresolved relating to the revocation or modification of any such registrations, licenses or qualifications. (b) The information contained in the currently effective Forms ADV and BD as filed with the SEC by each applicable Subsidiary was complete and accurate in all material respects as of the time of filing thereof. (c) Except as disclosed on Forms ADV or BD filed prior to the date of this Agreement, none of the Company, any of its Subsidiaries nor to the Knowledge of the Company any of their directors, officers, employees, “associated persons” (as defined in the Exchange Act) or “affiliated persons” (as defined in the Investment Company Act of 1940, as amended) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Forms ADV or BD. Except as disclosed on such Forms ADV or BD filed prior to the date of this Agreement, none of the Company’s Subsidiaries nor, to the Knowledge of the Company, any of its directors, officers, employees, associated persons or affiliated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on such Forms ADV or BD filed prior to the date of this Agreement, none of the Company’s Subsidiaries nor, to the Knowledge of the Company, any of its directors, officers, employees, associated persons or affiliated persons is or has been ineligible to serve as an investment adviser under the Investment Advisers Act of 1940, as amended, or as a broker-dealer or an associated person of a broker-dealer under Section 15(b) of the Exchange Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act), or ineligible to serve in, or subject to any disqualification which would be the basis for any limitation on serving in, any of the capacities specified in Section 9(a) or 9(b) of the Investment Company Act.

Broker-Dealer and Investment Advisory Matters. (a) Each of the Company Oneida and its Subsidiaries Subsidiaries, and each of their respective officers and employees employees, who are required to be registered, licensed or qualified as (Ai) a broker-dealer or investment adviser or (Bii) a registered representative or investment adviser representative with the SEC or any securities or insurance commission or other Governmental Entity governmental entity are duly registered as such, and such registrations are in full force and effect. Each Subsidiary that is a broker-dealer or that provides investment management or investment advisory or administration services has operated and is currently operating in compliance in all material respects with all laws and regulations applicable to it or its business and has all material registrations, or are in the process of being registered as such within the time periods required by applicable lawpermits, and neither licenses required for the Company nor any operation of its Subsidiaries has received any written notice of proceedingsbusiness as presently conducted. There is no action, except for examinations conducted in the regular course of the Company's and its Subsidiaries' businesssuit, which are outstanding proceeding or unresolved relating investigation pending or, to the revocation Knowledge of Oneida, threatened that would reasonably be likely to lead to the revocation, suspension or modification restriction of any such registrationsregistration, licenses permit or qualificationslicense. (b) The information contained in the currently effective Forms ADV and BD as filed with the SEC by each applicable Oneida or any Subsidiary was complete and accurate in all material respects as of the time of filing thereof. (c) . Except as disclosed on Forms ADV or BD filed prior to the date of this Agreement, none of the Companyneither Oneida, any of its Subsidiaries Subsidiary nor to the Knowledge of the Company any of their directors, officers, employees, “associated persons” (as defined in the Exchange Act) or “affiliated persons” (as those terms are defined in the Investment Company Act of 1940, as amendedSecurities Laws) has been the subject of disqualification, censure, or other disciplinary action, proceeding or order of or by any disciplinary proceedings governmental agency. (c) Each contract or orders of agreement between Oneida or any Governmental Entity arising under applicable Subsidiary and any client or customer receiving investment management or investment advisory or administration services (i) has been duly authorized, executed and delivered in material compliance with all applicable laws which would be required to be disclosed on Forms ADV and regulations, (ii) is a valid and binding agreement enforceable in accordance with its terms and (iii) is in full force and effect. Oneida and each applicable Subsidiary have complied in all material respects with its obligations under any such contract or BD. Except as disclosed on such Forms ADV or BD filed prior to the date of this Agreement, none of the Company’s Subsidiaries noragreement and there are no material disputes pending or, to the Knowledge of Oneida, threatened by any client or customer under the Company, any of its directors, officers, employees, associated persons or affiliated persons has been permanently enjoined by the order terms of any Governmental Entity from engaging such contract or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on such Forms ADV or BD filed prior to the date of this Agreement, none of the Company’s Subsidiaries nor, to the Knowledge of the Company, any of its directors, officers, employees, associated persons or affiliated persons is or has been ineligible to serve as an investment adviser under the Investment Advisers Act of 1940, as amended, or as a broker-dealer or an associated person of a broker-dealer under Section 15(b) of the Exchange Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act), or ineligible to serve in, or subject to any disqualification which would be the basis for any limitation on serving in, any of the capacities specified in Section 9(a) or 9(b) of the Investment Company Actagreement.

Broker-Dealer and Investment Advisory Matters. (a) Each of the Company and its Subsidiaries and each of their respective officers and employees who are required to be registered, licensed or qualified as (Ai) a broker-dealer or investment adviser or (Bii) a registered representative representative, registered principal, or investment adviser representative with the SEC or any securities or insurance commission or other Governmental Entity are duly registered as such, and such registrations are in full force and effect, or are in the process of being registered as such within the time periods required by applicable law, and neither the Company nor any of its Subsidiaries has received any written notice of proceedings, except for examinations conducted in the regular course of the Company's and its Subsidiaries' business, which are outstanding or unresolved relating to the revocation or modification of any such registrations, licenses or qualifications. (b) The information contained in the currently effective Forms ADV and BD as filed with the SEC by each applicable Company Subsidiary was complete and accurate in all material respects as of the time of filing thereof. (c) Except as disclosed on Forms ADV or BD filed prior to the date of this Agreement, none of the Company, any of its Subsidiaries nor to the Knowledge knowledge of the Company any of their directors, officers, employees, “associated persons” (as defined in the Exchange Act) or “affiliated persons” (as defined in the Investment Company Act of 1940, as amended) has been the subject of any disciplinary proceedings or orders of any Governmental Entity arising under applicable laws which would be required to be disclosed on Forms ADV or BD. Except as disclosed on such Forms ADV or BD filed prior to the date of this Agreement, none of the Company’s Company Subsidiaries nor, to the Knowledge knowledge of the Company, any of its directors, officers, employees, associated persons or affiliated persons has been permanently enjoined by the order of any Governmental Entity from engaging or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. Except as disclosed on such Forms ADV or BD filed prior to the date of this Agreement, none of the Company’s Company Subsidiaries nor, to the Knowledge knowledge of the Company, any of its their directors, officers, employees, associated persons or affiliated persons is or has been ineligible to serve as an investment adviser under the Investment Advisers Act of 1940, as amended, or as a broker-dealer or an associated person of a broker-dealer under Section 15(b) of the Exchange Act (including being subject to any “statutory disqualification” as defined in Section 3(a)(39) of the Exchange Act), or ineligible to serve in, or subject to any disqualification which would be the basis for any limitation on serving in, any of the capacities specified in Section 9(a) or 9(b) of the Investment Company Act. (d) The Company has previously disclosed a list of all Company Subsidiaries that provide investment management, investment advisory and brokerage services.