Funds and Clients. (a) Section 2.10(a) of the Company Disclosure Schedule sets forth (other than for PBF): (i) a true, complete and correct list, as of the Base Date, of each Fund and of all of the Clients, identifying the Funds and the Clients for which the Company is the investment advisor, subadvisor or distributor; (ii) the total net assets (as defined for purposes of the Investment Company Act) under management for each of the Funds, calculated in accordance with the Investment Company Act, as of 4:00 p.m. New York time on the Base Date, and the total net assets under management for each Client, calculated based on the closing prices on the applicable stock exchanges or NASDAQ, as the case may be, as of 4:00 pm New York time (or such later time as the Company values such assets in the ordinary course of business) on the Base Date; (iii) a true, complete and correct schedule setting forth the calculation of the Base Wrap Account Revenue Run-Rate and the Base Other Account Revenue Run-Rate; (iv) the stated fees payable to the Company by each Fund and each Client under the applicable Investment Company Advisory Agreement or Non-Investment Company Advisory Agreement as of the Base Date; (v) as to each Fund, as of the date hereof, the terms of any fee waivers, expense reimbursement (or assumption) arrangements, unreimbursed payments being made by the Company to brokers, dealers or other Persons with respect to the distribution of shares of a Fund or services provided to Fund shareholders; (vi) as to each Fund, as of the date hereof, the rate and method of computation of any subadvisory fees payable to any Person by the Company with respect to such Fund; (vii) as to each Client, as of the date hereof, the terms and methods of computation of any referral or servicing fees, if any, payable by the Company to any Person; and (viii) the annualized advisory or subadvisory fees payable to the Company by each Fund and Client based upon the total net assets under management for the Fund or the total net assets under management for the Client, determined as set forth in clause (ii) of this Section 2.10(a) and net of the amounts set forth in clauses (v) and (vi) of this Section 2.10(a); provided, however, that the parties acknowledge and agree that the information with respect to Aegon/Transamerica Series Fund, Inc. excludes information relating to the Transferred Assets. No Client is a Non-Registered Fund. For purposes of this Agreement, the fee waivers, reimbursements (or assumption) ...
Funds and Clients. (a) Each Adobe Fund is, and at all times since its launch date has been, in all material respects duly organized, and validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its organization, and has, and at all times since its launch date has had, in all material respects the requisite power, right and authority to carry on its business as it is now being conducted in each jurisdiction where it is organized (except where such lack of authorization is not material to the Target Companies, taken as a whole) and (i) either (A) is not required to register with the SEC as an investment company under the Investment Company Act or (B) is duly registered with the SEC as an investment company under the Investment Company Act, and (ii) is duly registered with any other foreign Government Authority requiring a similar registration.
(b) Each Adobe Fund is in compliance, and has been operated since its launch date in compliance, if and to the extent applicable, in all material respects with all applicable Laws and Fund Documents and all investments were made in compliance in all material respects with the investment strategies and restrictions set forth in such Adobe Fund’s Prospectus.
(c) The Sellers’ Representative has made available to the Purchasers’ Representative true and complete copies of the financial statements, for each of the Adobe Funds for its most recent fiscal year ended prior to the date hereof (the “Adobe Fund Financial Statements”). Each of the Adobe Fund Financial Statements fairly presents, in all material respects, the financial position of such Adobe Fund as of the date thereof and its results of operations and changes in net assets for the period then ended and, with respect to those Adobe Funds that report in GAAP, in accordance with GAAP, and with respect to those Adobe Funds that report under any other accounting standards, in accordance with such accounting standards.
(d) The Sellers’ Representative has made available to the Purchasers’ Representative the prospectus or other similar principal offering document (each as amended or supplemented through the date hereof, a “Prospectus”) relating to each Adobe Fund. Each such Prospectus, complies with the requirements of applicable Law, including, where applicable, the Securities Act, the Investment Company Act, and the rules of the FINRA, except for such non-compliance as has not been and would not reasonably be expected to be, individually or in the aggre...
Funds and Clients. (a) Except as set forth on Section 3.14(a) of the Seller Disclosure Letter, to the Knowledge of Seller, all outstanding partnership or other ownership units of each Fund have been issued and sold by or on behalf of Transferred Entities in substantial compliance with Applicable Local Law and each Fund, since inception of operations, has been operated and is currently operating in substantial compliance with its investment objectives and policies. Except as set forth on Section 3.14(a) of the Seller Disclosure Letter, to the Knowledge of Seller, all Fund Marketing Materials comply in all material respects with Applicable Local Laws and, as of the date of the last use thereof, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statement therein, in the light of the circumstances under which they are made, not misleading. Seller has previously delivered or made available to Buyer a correct and complete copy of each such Fund Marketing Material of the Funds. To the Knowledge of Seller, none of the Funds has been enjoined, indicted, convicted or made the subject of disciplinary proceedings, consent decrees or administrative orders on account of any violation of the Applicable Local Laws. To the Knowledge of Seller, each board of directors or trustees of any Fund having such a board operates and has operated since January 1, 2008 in substantial conformity with all requirements and restrictions applicable to such board under all Applicable Local Laws. To the Knowledge of Seller, all outstanding partnership or other ownership units of each Fund have been duly and validly issued and, except as set forth in the subscription documents or Organizational Documents of such Funds, are fully paid and nonassessable.
(b) None of the Transferred Entities is required to be registered as an “investment company” within the meaning of the Investment Company Act or any similar Applicable Local Law.
(c) Section 3.14(c) of the Seller Disclosure Letter contains a copy of the valuation procedures of each of (i) the Transferred Entities with respect to the Funds or (ii) the Funds, as the case may be, (collectively, the “Valuation Procedures”). None of the Transferred Entities or, to the Knowledge of Seller, the Funds is in violation or breach of the Valuation Procedures of such Fund. Section 3.14(c) of the Seller Disclosure Letter sets forth a list of those assets of the Funds and the C...
Funds and Clients. (A) Each Fund sponsored by the Company or any of the Company’s subsidiaries and, to the knowledge of the Company, each other Fund (“Non-Sponsored Fund”) has filed all registrations, reports, prospectuses, proxy statements, statements of additional information, financial statements, sales literature, statements, notices and other filings required to be filed by it with any Governmental Entity (other than tax returns), including all amendments or supplements to any of the above for the past two years, in each case to the extent related to its business (the “Filings”), except as would not, individually or in the aggregate, have a Material Adverse Effect. Each Fund sponsored by the Company or any subsidiary of the Company and, to the knowledge of the Company, each Non-Sponsored Fund, holds all legally required licenses, registrations, franchises, permits and authorizations and are in compliance with, and are not in violation of, under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity of competent jurisdiction, except in each case where the failure to hold such license, registration, franchise, permit or authorization or such noncompliance or violation would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any of its subsidiaries knows of, or has received notice of, any violations of any of the above, except for such violations which would not have, individually or in the aggregate, a Material Adverse Effect. As used in subsection and elsewhere in this Agreement:
Funds and Clients. (a) Each Fund sponsored by Company or any Subsidiary and, to the Knowledge of Seller, each other Fund (“Non-Sponsored Fund”) has filed all registrations, reports, prospectuses, proxy statements, statements of additional information, financial statements, sales literature, statements, notices and other filings required to be filed by it with any Governmental Entity (other than Tax Returns), including all amendments or supplements to any of the above for the past two years, in each case to the extent related to its business (the “Filings”), except as would not, individually or in the aggregate, have a Material Adverse Effect. Each Fund sponsored by Company or any Subsidiary and, to the Knowledge of Seller, each Non-Sponsored Fund, holds all legally required licenses, registrations, franchises, permits and authorizations and are in compliance with, and are not in violation of, under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity of competent jurisdiction, except in each case where the failure to hold such license, registration, franchise, permit or authorization or such noncompliance or violation would not have, individually or in the aggregate, a Material Adverse Effect, and neither Company nor any of its Subsidiaries knows of, or has received notice of, any violations of any of the above, except for such violations which would not have, individually or in the aggregate, a Material Adverse Effect.
(b) Company and each Subsidiary has at all times since January 1, 2003 rendered investment advisory services to Clients and Funds sponsored by Company or any Subsidiary and, to the Knowledge of Seller, non-Sponsored Funds, with whom they are or were a party to an Investment Advisory Agreement, in compliance with all requirements, if any, as to investment objectives, portfolio composition and portfolio management, the terms of the applicable Investment Advisory Agreement, written instructions from such Clients and Funds, prospectuses, registration statements, offering memorandums, board of director or trustee directives, applicable law and, to the Knowledge of Seller, the organizational documents of such Clients and Funds, except where failure to do so would not, individually or in the aggregate, have a Material Adverse Effect.
(c) Each Fund sponsored by Company or its Subsidiaries that is a juridical entity is duly organized, validly existing and, with respect to jurisdictions that recognize the concept of “...
