Investment Contracts and Clients. (a) Schedule 2.9(a) sets forth a true, complete and correct list that identifies each Client of the Company as of the date of this Agreement and shows, for each such Client and as of the date hereof, the name, fee arrangements (including separate identification of Base Fees and Performance Fees), investment style and Assets under Management, and, for each such Client that is subject to ERISA and as of the date hereof, the name of a fiduciary of the Client who, based on the representation that the Company has received from such Client, has authority to enter into, extend or renew such Client’s Advisory Agreement and who is also independent of the Company, Holdco or any Shareholder. For each Client listed on Schedule 2.9(a) that is a Fund that is offered in the United States, also listed is (i) the exception relied on, if any, from registration as an investment company under the 1940 Act and (ii) the exemption relied on from registration with the CFTC, or if no such exemption is listed, an indication that such Fund is not obligated to make a filing with the CFTC. For each Client listed on Schedule 2.9(a) that is a Fund that is offered in Canada, also listed is the prospectus exemption and, if applicable, the registration exemption relied on in connection with the offering of its securities. Each current and former Client of the Company has been served by the Company in accordance with the terms of the Advisory Agreement with respect to such Client. The Company has served all Clients, and has administered all accounts for which it acts or has acted as an investment adviser or in a similar capacity, including with respect to its derivatives activities, in accordance with the terms of the Contracts relating thereto, the Advisers Act and all applicable Laws. The representation set forth in the first sentence of this Section 2.9(a) and the certifications made with respect to the Estimated Initial Payment Statement and the Actual Initial Payment Statement are the sole representations and warranties made in connection with this Agreement regarding the amounts of Assets under Management of the Company’s Clients and speak only as of the date of this Agreement in the case of the first sentence of this Section 2.9(a) and as of the date of this Agreement and the Closing Date respectively in the case of such certifications. No reduction or change in the amount of Assets under Management of any Client after the date of this Agreement will constitute a breach of this Secti...
Investment Contracts and Clients. As of the date hereof, the Company does not provide, and since its inception has not provided, Investment Advisory Services or other services pursuant to Investment Contracts.
Investment Contracts and Clients. (i) Each written Investment Contract and any subsequent renewal thereof (A) has been duly authorized, executed and delivered by the Company and is maintained with all other Client records by the Company; (B) to the Knowledge of the Company, has been duly authorized, executed and delivered by each party thereto other than the Company; (C) assuming such Investment Contracts (and any subsequent renewals thereof) constitute valid and binding obligations of the other party thereto, is a valid and binding agreement of the Company, enforceable in accordance with its terms (subject to bankruptcy, insolvency, moratorium, fraudulent transfer and similar laws affecting creditors’ rights generally and to general equity principles); (D) each of the Company and, to the Knowledge of the Company, the Client is in compliance with the terms of each Investment Contract to which it is a party, and no event has occurred or condition exists that constitutes or with notice or the passage of time would constitute a default thereunder. Except as set forth on Schedule 3.14(a), none of the Investment Contracts, or any other arrangements or understandings relating to rendering of investment advisory or management services, contains any undertaking by the Company to collect flat fees or to waive or reimburse any or all fees thereunder. As used in this Agreement, the term “Client” means any client to which the Company provides investment management services, investment advisory services, financial planning services, or ancillary administration or consulting services on the date hereof. Schedule 3.14(a)(i) sets forth a true and correct list and valuation of the Investment Contracts covering assets under management of the Company as of the close of business on the date immediately preceding the date hereof. (ii) The accounts of each Client that are subject to ERISA have been managed by the Company such that the Company, in the exercise of such management, is in compliance with the applicable requirements of ERISA and all prohibited transaction class exemptions issued pursuant thereto, and consummation of the transactions contemplated hereby will not result in a violation of such ERISA requirements. (b)
Investment Contracts and Clients. (a) Schedule 1.5 sets forth a true, complete and correct list that identifies each investment advisory client of the Company as of the date hereof, and shows for each client and as of the date hereof, the name, fee arrangements and net assets under management. Each client so listed is being properly served by the Company in accordance with the terms of the Advisory Agreement with respect to such client. The Company has properly administered all accounts for which it acts as an investment adviser or in a similar capacity, in accordance with the terms of the Contracts relating thereto, the Advisers Act and all applicable Laws.
Investment Contracts and Clients. The aggregate assets under management by the Loan Parties as of June 30, 2009, December 31, 2008 and December 31, 2007 are accurately set forth on Schedule 7.21.
Investment Contracts and Clients. The aggregate assets under management by the Companies as of September 30, 1998 and December 31, 1997, are accurately set forth on the Disclosure Schedule. The Disclosure Schedule also sets forth an accurate and complete list as of September 30, 1998 and as of December 31, 1997 of all Investment Contracts setting forth the names of the Fund under each such Investment Contract, the amount of assets under management with respect to each such Investment Contract, the fee schedule in effect with respect to each such Investment Contract and any material fee adjustments implemented since December 31, 1997, or presently proposed to be instituted. Each Company is in compliance with the terms of each Investment Contract and is not in default or breach under (with or without the giving of notice or the passage of time) any of the terms of any Investment Contract, except where such non-compliance, breach or default does not have, and is not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Companies. Each Investment Contract is in full force and effect with respect to 20 24 the Company party thereto and, to the knowledge of such Company and each Equityholder, each Fund, and constitutes a legal, valid and binding obligation of such Company, and to the knowledge of such Company and each Equityholder, the respective Fund, enforceable in accordance with its terms except as limited by the effects of bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors' rights generally and court decisions with respect thereto and general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. Each Investment Contract represents the entire understanding of the parties thereto with reference to the transactions contemplated thereby. True, correct and complete copies of each Investment Contract, including a current fee schedule, have been provided or made available to Buyer. No Fund has expressed an intention to terminate or reduce its investment relationship with any Company, or adjust the fee schedule with respect to any Investment Contract in a manner which would reduce the fee to such Company and no fact is known to any Company or any Equityholder that adversely affects in a material respect or would adversely affect in a material respect any of the Investment Contracts set forth on the Disclosure Schedule. No Company has waived any of its rights unde...
Investment Contracts and Clients. (i) Schedule 3.1(j)(i) sets forth a true and complete listing of (A) each Client as of the date of this Agreement, together with a notation of any arrangement between Seller and another Person (other than the Client) by which Seller pays or receives a fee in connection with the solicitation or provision of Investment Services to such Client; (B) each Contract (including the date thereof and the Client party thereto), and all amendments thereto, in effect on the date hereof relating to the rendering of Investment Services by Seller to each Client or any other person (“Investment Contracts”); (C) the amount of AUM of each Client as of the date hereof and (D) the annualized investment management, investment advisory, consulting or other service fees attributable to each Client as of such date and any fee adjustments in effect or proposed to be instituted. No Client has expressed an intention to terminate or reduce in any material respect its investment relationship with Seller, or materially adjust the fee schedule with respect to any Investment Contract in a manner which would reduce the fee to Seller.
Investment Contracts and Clients. 1. Cumberland provides investment management, investment advisory and sub-advisory services (including management and advice provided to separate accounts and participation in wrap fee programs). Schedule 6(D) sets forth as of September 30, 2003, the entities to which Cumberland provides investment advisory services. As of September 30, 2003, the aggregate amount of assets for which Cumberland (a) provided investment advisory services pursuant to Advisory Contracts and, (b) provided investment advisory services pursuant to Sub-Advisory Contracts is also set forth on Schedule 6(D).
Investment Contracts and Clients. The aggregate assets under management by KAR as of December 31, 2000 and September 30, 2001 are accurately set forth on the Disclosure Schedule. The Disclosure Schedule also sets forth an accurate and complete list as of December 31, 2000 and September 30, 2001 of (i) all Clients with assets under management in excess of $1,000,000 as of the date hereof, (ii) all Investment Contracts for the foregoing Clients setting forth the names of the Fund or Persons under each such Investment Contract, (iii) the amount of assets under management with respect to each of the foregoing, (iv) the fee schedule for each of the foregoing and (v) any material fee adjustments regarding the foregoing implemented since December 31, 2000 or presently proposed to be implemented. KAR is in compliance in all material respects with the terms of each Investment Contract and is not in material default or material breach under (with or without the giving of notice or the passage of time) any of the terms of any Investment Contract. Each Investment Contract is in full force and effect and constitutes a legal, valid and binding obligation of KAR, and, to the knowledge of KAR and the Equityholders of the Fund and the other parties thereto, enforceable in accordance with its terms except for ordinary course terminations of Investment Contracts after the Execution Date and Investment Contracts with respect to which consents (affirmative or negative) are not received prior to the Closing Date. True, correct and complete copies of each Investment Contract, including a current fee schedule, have been provided to or made available for review by Buyer. Except as set forth in the Disclosure Schedule and except as notified to Buyer prior to the Closing Date, KAR has not been notified of the intention of any Client with assets under management in excess of $1,000,000 or the Fund to terminate its Investment Contract or to withdraw all or the substantial portion of such assets within six months after the Closing Date or to adjust the applicable fee schedule. Each Investment Contract subject to Section 15 of the Investment Company Act has been duly approved at all times in compliance with Section 15 of the Investment Company Act and all other Applicable Laws in all material respects. Each such Investment Contract has been performed by KAR in accordance with the Advisers Act and all other Applicable Laws in all material respects.
Investment Contracts and Clients
