Funds and Clients. (a) Schedule 2.10 of the Company Disclosure Schedule sets forth: (i) a true, complete and correct list, as of March 31, 2001, of each Fund and of all of the Clients, identifying (A) the Funds and Clients for which SAMI is the investment advisor, subadvisor or distributor, and (B) the Clients that are Non-Registered Funds; (ii)(A) the total net assets (as defined for purposes of the Investment Company Act) of each of the Funds and the total net assets under management for each Client, each calculated in accordance with the Investment Company Act, indicating any part of total net assets set aside to cover margin payments on futures positions, (B) the amount of leverage (if any) in the account of each Client, each as of 4:00 p.m. New York time on March 31, 2001; (iii) the stated fees expressed as a percentage, listing separately Asset-Based Fees and Performance Fees, payable to the Company or SAMI (specifying if SAMI is the payee) by each Fund and Client under the applicable Investment Company Advisory Agreement or Non-Investment Company Advisory Agreement as of March 31, 2001; (iv) as to each Fund, and as of the date hereof, the terms of any fee waivers, expense reimbursement (or assumption) arrangements, unreimbursed payments being made by the Company or SAMI (specifying which apply to SAMI) to brokers, dealers or other Persons with respect to the distribution of shares of a Fund or services provided to Fund shareholders; (v) as to each Fund and Non-Registered Fund, as of the date hereof, the rate and method of computation of any subadvisory fees payable to any Person by the Company or SAMI (specifying if SAMI is the payor) with respect to such Fund or Non-Registered Fund (if any); (vi) as to each Client, and as of the date hereof, the terms and methods of computation of any referral or servicing fees payable by the Company or SAMI (specifying if SAMI is the payor) to any Person (if any); and (vii) a true, complete and correct schedule setting forth in reasonable detail the calculation of the Base Client Revenue Run-Rate and the Base Fund Revenue Run-Rate.
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 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 would not reasonably be expected to be material to the Target Companies, taken as a whole).
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.
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.
