Fund-Related Issues Sample Clauses

Fund-Related Issues. (a) Other than as a subadviser to the Funds, the Company has not acted as sponsor or adviser to any registered investment company (as defined under the 1940 Act). Each Fund is identified on Schedule 2.11(a). The Company has operated and managed each Fund in compliance with the 1940 Act and its investment objectives, policies, and descriptions, including without limitation those set forth in such Fund’s prospectus or statement of additional information of such Fund. (b) The materials supplied by the Company (other than any materials provided by Buyer or its Affiliates describing Buyer and its Affiliates that are included therein) to each Fund Board in connection with the approvals described in Section 6.4 of this Agreement will provide all information necessary in order to satisfy the requirements of Section 15 of the 1940 Act, and such materials and information (other than any materials and information provided by Buyer or its Affiliates describing or in respect of Buyer or any of its Affiliates that are included therein) will be complete in all respects and will not contain any untrue statement of a material fact or omit therefrom a material fact required to be stated therein or necessary to make the statements therein not false or misleading. (c) Except for the approval of the Contemplated Transactions by each Fund Board prior to Closing and the mailing of an information statement to each Fund shareholder subsequent to Closing describing the Contemplated Transactions, no other Consents are required in order to cause each Advisory Agreement between the Company and the Funds to remain in full force and effect after giving effect to the deemed assignment of the same at Closing. Seller has provided to Buyer true and complete copies of (a) each exemptive order applicable to the subadvisory Contracts of each registered Fund and (b) the Organization Documents of each unregistered Fund and any Consents given thereunder with respect to the retention and termination of subadvisors to such Fund.
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Fund-Related Issues. (a) The Affiliates of the Company that may be involved in the sale of Fund interests are currently registered, or are not otherwise required to be registered, as a broker-dealer under the Exchange Act, as a dealer under Canadian Securities Legislation or under any other applicable Law in connection with offerings of securities. (b) Each of the Funds offered in the United States has complied with all requirements of the private placement exemption in Section 4(2) of the Securities Act (“Private Placement Exemption”) and each offering of interests in Funds in the United States has complied in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable, or any other applicable Law. None of the Funds offered in Canada is a reporting issuer (as defined in Canadian Securities Legislation) in a province or territory of Canada and the Company and each of the Funds has complied with all requirements of the applicable prospectus exemption(s) in National Instrument 45-106 – Prospectus and Registration Exemptions and each of the Funds has complied with all requirements of any applicable exemption from the requirement to register set out in National Instrument 31-103 – Registration Requirements and Exemptions and Ongoing Registrant Obligations and each offering of interests in Funds in Canada has complied in all material respects with the requirements of Canadian Securities Legislation. (c) Each of the Funds offered in the United States qualifies, and has qualified since inception, under an exception from the definition of “investment company” under the 1940 Act, and the Company does not sponsor or act as adviser to any funds registered under the 1940 Act. (d) Schedule 2.10(d) contains a complete and correct list of all Funds and Advised Funds, the assets of which are treated as “plan assets” under ERISA. (e) The securities offerings conducted by the Funds would not be integrated with each other for purposes of establishing the availability of the Private Placement Exemption, and the Funds would not be integrated with each other for purposes of establishing the availability of an exception from registration under the 1940 Act. (f) Schedule 2.10(f) contains a complete and correct list of all side letters that have been executed in connection with investments in any of the Funds. (g) Each Fund is duly and validly created, organized, up to date in the filing of all corporate and similar returns and validly subsisting under the Law...
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Related to Fund-Related Issues

  • Investment of Funds NCPS will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow Funds. The Escrow Funds will be held in a non-interest bearing account.

  • Investment Strategy The Company’s investment strategy described in the Registration Statement and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of the Company’s business, and no material deviation from such investment strategy is currently contemplated.

  • DIVERSIFICATION AND RELATED LIMITATIONS 6.1. The Trust and MFS represent and warrant that each Portfolio of the Trust will meet the diversification requirements of Section 817 (h) (1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. 6.2. The Trust and MFS represent that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will maintain such qualification (under Subchapter M or any successor or similar provision).

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Return of Funds Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Contract that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Department or Customer of the overpayment.