Investment Advisory Activities. Neither Buyer nor any other person “associated” (as defined under the Investment Advisers Act or its equivalent under any applicable state or foreign Laws) with Buyer is or has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act (or its equivalent under any applicable state or foreign Laws) to serve as an investment adviser or as an associated person of a registered investment adviser, or subject to disqualification to serve as a broker-dealer under any applicable Law, unless, in each case, Buyer or such associated person, as applicable, has received exemptive relief from the SEC or any other applicable Government Entity with respect to any such disqualification. Buyer has made available to Seller prior to the date of this Agreement a copy of any exemptive order in respect of any such disqualification. As of the date of this Agreement, there is no material Litigation pending and served, or, to the Knowledge of Buyer, pending and not served or threatened against Buyer that would result in any such disqualification. Neither Buyer nor any “affiliated person” (as defined under the Investment Company Act or its equivalent under any applicable state or foreign Law) of Buyer is or has been subject to disqualification as an investment adviser or subject to disqualification to serve in any other capacity contemplated by the Investment Company Act (or its equivalent under any applicable state or foreign Law) for any investment company under Sections 9(a) and 9(b) of the Investment Company Act (or its equivalent under any applicable state or foreign Law), unless, in each case, such person, as applicable, has received, to the Knowledge of Buyer, exemptive relief from the SEC or any other applicable Government Entity with respect to any such disqualification. Buyer has made available to Seller prior to the date of this Agreement a copy of any exemptive order or other relief in respect of any such disqualification in effect prior to the date of this Agreement. There is no material Litigation pending and served or, to the Knowledge of Buyer, pending and not served or threatened against Buyer that would result in any such disqualification. There are no facts or circumstances in relation to Buyer of any of its Subsidiaries or any Person associated with Buyer or any of its Subsidiaries that would, to the Knowledge of Buyer, under applicable Law, (x) prevent any of them from obtaining any consent, registration or approval required in order...
Investment Advisory Activities. (i) Each of the Investment Companies (or the trust of which it is a series) is duly organized and existing in good standing under the laws of the jurisdiction under which it is organized. Each of the Investment Companies (or the trust or corporation of which it is a series) that is registered or required to be registered under the Investment Company Act (each, a "Registered Fund") is governed by a board of trustees or directors (each a "Fund Board" and, collectively, the "Fund Boards") consisting of at least 50% of trustees or directors who are not "interested persons" (as defined in the Investment Company Act) of the Registered Funds or the Company. The Fund Boards operate in all material respects in conformity with the requirements and restrictions of Sections 10 and 16 of the Investment Company Act, to the extent applicable.
(ii) Each of the Investment Companies is in compliance with all applicable United States federal, state and foreign laws, rules and regulations of the SEC, the CFTC, the IRS, and any Self-Regulatory Organization having jurisdiction over such Investment Company.
(iii) Each Investment Company has been operated or managed in compliance with its respective objectives, policies and restrictions, including those set forth in the applicable prospectus and registration statement, if any, for that Investment Company. The Company and its Subsidiaries have operated their investment accounts in accordance with the investment objectives and guidelines in effect for such investment accounts.
(iv) Neither the Company, nor, to the knowledge of the Company, any "affiliated person" (as defined in the Investment Company Act) of the Company, is ineligible pursuant to Section 9(a) or (b) of the Investment Company Act to serve as an investment advisor (or in any other capacity contemplated by the Investment Company Act) to a Registered Fund; neither the Company, nor, to the knowledge of the Company, any "associated person" (as defined in the Investment Advisers Act) of the Company is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as an associated person to a registered investment advisor.
Investment Advisory Activities. (a) Advisory Agreements, Investment Companies and Other Clients.
(i) Part 2.21(a)(i) of the Seller Disclosure Letter sets forth a list, as of December 31, 2003, of each Client with an account of greater than $1,000,000 of each Investment Advisor Subsidiary and shows for each such Client the aggregate amount of assets under management with Safeco Asset Management Company as of such date.
(ii) Seller has previously delivered to Parent copies of each Advisory Agreement with any of the Clients listed on Part 2.21(a)(i) of the Seller Disclosure Letter, such Advisory Agreements being referred to herein as the “Client Contracts”; provided that, for purposes of clauses (iii) and (iv) below, “Client Contracts” shall include all Advisory Agreements, regardless of the size of any related account. Since January 1, 2003, none of the Investment Adviser Subsidiaries has received and none is aware of any written demands or formal requests for reductions in the fee rates, waivers of fees or other reductions in the amounts payable under the Client Contracts.
(iii) Each Client Contract and any subsequent renewal has been duly authorized, executed and delivered by the Investment Adviser Subsidiary party thereto and, to the knowledge of Seller, each other party thereto, and is a valid and legally binding agreement, enforceable against such Investment Adviser Subsidiary and, to the knowledge of Seller, each other party thereto, subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and (ii) the effect of equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
(iv) Each Investment Adviser Subsidiary and, to the knowledge of Seller, each other party thereto, is in substantial compliance with the terms of each Client Contract to which it is a party, and is not in default under any of the terms of any such Client Contract, except where such default would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect on the Acquired Companies; there does not exist under any Client Contract any event or condition that, after notice or lapse of time or both, would constitute an event of default thereunder on the part of the Investment Adviser Subsidiary in question, or, to the knowledge of Seller, any other party thereto, except, in each case, where such event or conditio...
Investment Advisory Activities. 18 3.22 State Takeover Statutes ................................................................................ 19 3.23
Investment Advisory Activities. (a) Each of the investment companies managed by FBR Group or its subsidiaries (the "FBR Group Funds") is being managed in compliance with all applicable laws, rules and regulations of Regulatory Entities having jurisdiction over such FBR Group Funds (or series thereof) and of any State in which such FBR Group Fund (or series thereof) is registered, qualified or sold, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, an FBR Xxxxx Xxxxxxxx Adverse Effect.
(b) If FBR Group or any of its subsidiaries is or has been during the past five years an "investment adviser" within the meaning of the Investment Advisers Act, such entity was registered, licensed or qualified as an investment adviser under the Investment Advisers Act and is not subject to any liability or disability by reason of any failure to be so registered, licensed or qualified, except for any such failure to be so registered, licensed or qualified that would not reasonably be expected to have, individually or in the aggregate, an FBR Xxxxx Xxxxxxxx Adverse Effect.
(c) Each FBR Group Fund has been operated in compliance with its respective objectives, policies and restrictions, including without limitation those set forth in the applicable prospectus and registration statement for that Fund or governing instruments for that FBR Group Fund, except where lack of compliance would not reasonably be expected to have, individually or in the aggregate, an FBR Xxxxx Xxxxxxxx Adverse Effect. FBR Group and its subsidiaries have operated each of its investment accounts in accordance with the investment objectives and guidelines in effect for each such investment account, except where lack of compliance would not reasonably be expected to have, individually or in the aggregate, an FBR Xxxxx Xxxxxxxx Adverse Effect.
Investment Advisory Activities. The conduct of the business of the Company and its Subsidiaries, as presently conducted and as conducted at all times prior to the date hereof, does not require the Company or any of its Subsidiaries or any of their respective officers or employees to be registered as an investment adviser under the Investment Advisers Act of 1940 or as an investment adviser or investment adviser representative or agent under the Laws of any Governmental Authority.
Investment Advisory Activities. Seller is duly registered with the SEC as an investment adviser under the Investment Advisers Act. Seller is in material compliance with all applicable Laws, including the requirements of any Governmental Entity having jurisdiction over Seller in regard to any investment advisory activities. Each officer, employee and “person associated” (as defined in the Investment Advisers Act) with Seller that is required to be registered or licensed as an investment adviser representative is duly registered or licensed with the SEC and in all applicable states. Except as disclosed on Schedule 4.16, neither Seller, nor to Seller’s knowledge, any of its directors, officers, employees, or any “person associated” (as defined in the Investment Advisers Act) with Seller have been, in connection with the performance of his/her duties or services for Seller, since January 1, 2011, convicted of any crime, or subject to any disqualification that would be the basis for a denial, suspension, revocation, or limitation on the registration or activities of such Person or Seller as an investment adviser; nor, to Seller’s knowledge, is there a current investigation that would be reasonably likely to result in any such denial suspension, revocation, or limitation. Except as disclosed on Schedule 4.16, to Seller’s knowledge, neither Seller, nor any of its directors, officers, employees, or any “person associated” (as defined in the Investment Advisers Act) with Seller have been, in connection with the performance of their duties or services for Seller, since January 1, 2011, have been the subject of or involved in: (i) any regulatory action or investigative or disciplinary proceeding before any Governmental Entity; or (ii) any orders, disqualifications, penalties or special restrictions relating to or affecting the conduct of the investment advisory activities of Seller.
Investment Advisory Activities. (a) Each of the Investment Companies (as defined below) (or the trust or corporation of which it is a series) is duly organized and existing in good standing under the laws of the jurisdiction under which it is organized. Each of the Investment Companies (or the trust or corporation of which it is a series) that is registered or required to be registered under the 1940 Act (each, a "Lebenthal Fund") as an open-end management investment company is governed by a board of trustees or directors (each a "Fund Board" and, collectively, the "Fund Boards") consisting of at least 50% of trustees or directors who are not "interested persons" (as defined in the 0000 Xxx) of the Lebenthal Funds or Lebenthal. The Fund Boards operate in all material respects in conformity with the requirements and restrictions of the 1940 Act. As used herein, "Investment Company" means any investment company within the meaning of the 1940 Act, disregarding Section 3(c) thereof, that is sponsored, organized, advised, managed or distributed by Lebenthal or one of its Subsidiaries (including the Lebenthal Funds). Each Lebenthal Fund is identified in Section 3.21 of the Lebenthal Disclosure Schedule.
Investment Advisory Activities. Each of the Investment Companies is duly organized and existing in good standing under the laws of the Commonwealth of Puerto Rico. Each of the Investment Companies that is registered or required to be registered under the PRICA (each, a "Registered Fund") is governed by a board of directors consisting of at least a majority of directors who are not "affiliated persons" (as defined in the PRICA) of the Registered Funds or the Company (or its Subsidiary). The board of directors of the Registered Funds operate in all material respects in conformity with the requirements and restrictions of the PRICA and the ruling letters issued to the Registered Funds by the Office of the Commissioner. Each of the Registered Funds is in compliance with all applicable United States federal, Commonwealth of Puerto Rico, state and foreign laws, rules and regulations of any Governmental Authority and Self-Regulatory Organization having jurisdiction over such Investment Company. Each Investment Company has been operated or managed in compliance with its respective objectives, policies and restrictions, including those set forth in the applicable prospectus and registration statement, if any, for that Investment Company. The Company and its Subsidiary have operated their investment accounts in accordance with the investment objectives and guidelines in effect for such investment accounts. Neither the Subsidiary of the Company, nor, to the knowledge of the Company, any "associated person" (as defined in the Investment Advisers Act) of the Company is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as an associated person to a registered investment advisor.
Investment Advisory Activities. (1) None of the Company Subsidiaries provide investment management, investment advisory, sub-advisory, administration, distribution or certain other services to persons registered or, to the Company's knowledge, required to be registered under the Investment Company Act.
(2) Except as Previously Disclosed, none of the Company or any Company Subsidiary is or has been during the past five years an "investment adviser" within the meaning of the Investment Advisers Act, required to be registered, licensed or qualified as an investment advisor under the Investment Advisers Act or subject to any material liability or disability by reason of any failure to be so registered, licensed or qualified, except for any such failure to be so registered, licensed or qualified that would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company.
(3) The Company and the Company Subsidiaries have in all material respects operated each of its investment accounts for which it has investment discretion in accordance with the investment objectives and guidelines in effect for each such investment account, except when lack of compliance would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company.
