Registered Investment Companies Sample Clauses

Registered Investment Companies. Confluence sub-advises a closed-end fund, First Trust Specialty Finance and Financial Opportunities Fund (NYSE: FGB), and an open-end mutual fund, First Trust/Confluence Small Cap Value Fund (FOVIX, FOVAX, FOVCX, FOVRX). Confluence has sub-adviser agreements with First Trust Advisors L.P., the investment adviser to both funds, with fees to be paid to Confluence based on a percentage of assets under management in the respective funds. Confluence provides non-discretionary investment advisory services to certain Financial Institutions. Such non-discretionary advice typically takes the form of model portfolios, which represent Confluence recommendations as to the composition of a portfolio of securities that would be reasonably appropriate to meet a stated investment objective, based on criteria provided by the client to their Financial Institution. Confluence’s role is solely to provide to these Financial Institutions recommendations as to the securities composing the portfolio and advice on changes to the portfolio. The Financial Institution will utilize Confluence recommendations in managing the accounts of the clients of the Financial Institution. The Financial Institutions retain full discretion to accept, modify or reject our recommendations and retain trading authority over their clients’ accounts. The non-discretionary accounts at the Financial Institutions for their clients may be Wrap Accounts, UMAs or other types of accounts. These clients are clients of the respective Financial Institution and are not Confluence clients. The model portfolios that Confluence develops as part of the non-discretionary investment advisory services are similar to the portfolios in the SMAs with the same investment strategy that Confluence manages as part of the discretionary portfolio management and investment advisory services described above. Although Confluence discretionary SMAs and non-discretionary model portfolios utilizing the same investment strategy will likely perform similarly, performance differences are expected to occur between them because Confluence does not have trading discretion over the model portfolios. For example, in an effort to accommodate Financial Institution clients to which we provide model portfolios, and to minimize trades, the target investment percentages for each security holding in the portfolio may differ slightly between the model portfolio and the comparable SMA. In addition, Financial Institutions utilizing the Confluence model p...
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Registered Investment Companies. Parent acknowledges that the Company is entering into this Agreement in reliance upon the benefits and protections provided by Section 15(f) of the Investment Company Act of 1940, as amended (the “Investment Company Act”). In that regard, Parent shall conduct its business and shall cause each of its Subsidiaries to conduct its business so as to assure that: (a) for a period of not less than three years after the Effective Time, at least 75% of the members of the board of directors or trustees of each investment company registered under the Investment Company Act for which the Company or any of its Subsidiaries now acts as investment adviser (each a “Registered Fund”) are not (A) “interested persons” (within the meaning of Section 15(f) of the Investment Company Act) of the investment adviser of the Registered Fund after the Effective Time or (B) “interested persons” (within the meaning of Section 15(f) of the Investment Company Act) of the investment adviser of the Registered Fund immediately prior to the Effective Time; and (b) for a period of not less than two years after the Effective Time, there shall not be imposed on the Registered Fund an “unfair burden” (for purposes of Section 15(f) of the Investment Company Act) as a result of the transactions contemplated by this Agreement, or any terms, conditions or understandings applicable thereto.
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Registered Investment Companies. A copy of the Declaration of Trust of each of the undersigned Purchasers that are registered investment companies (each, a “Trust”) is on file with the Secretary of State of either The Commonwealth of Massachusetts or the State of Delaware, as applicable. The Issuer and the other Note Parties acknowledge that the obligations of or arising out of this Agreement are not binding upon any of a Trust’s trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of each relevant Trust in accordance with its proportionate interest hereunder. If this instrument is executed by a Trust on behalf of one or more series of such Trust, you further acknowledge that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement are binding solely upon the assets or property of the series on whose behalf the Trust has executed this instrument.
Sample 1
Registered Investment Companies. A copy of the Declaration of Trust of each of the undersigned Purchasers that are registered investment companies (each, a “Trust”) is on file with the Secretary of State of either The Commonwealth of Massachusetts or the State of Delaware, as applicable. The Issuer and the other Note Parties acknowledge that the obligations of or arising out of this Agreement are not binding upon any of a Trust’s trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of each relevant Trust in accordance with its proportionate interest hereunder. If this instrument is executed by a Trust on behalf of one or more series of such Trust, you further acknowledge that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement are binding solely upon the assets or property of the series on whose behalf the Trust has executed this instrument. If a Trust has executed this instrument on behalf of more than one series of such Trust, you also agree that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and you agree not to proceed against any series for the obligations of another. Each of the parties has signed this Agreement as of the day and year first above written. By: Xxxxx Group Holdings, LLC, its Managing Member By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Vice President and Chief Financial Officer By: KGH Intermediate Holdco I, LLC, its Managing Member By: Xxxxx Group Holdings, LLC, its Managing Member By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Vice President and Chief Financial Officer By: Xxxxx Frac GP, LLC, its General Partner By: KGH Intermediate Holdco II, LLC, its Managing Member By: KGH Intermediate Holdco I, LLC, its Managing Member By: Xxxxx Group Holdings, LLC, its Managing Member By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Vice President and Chief Financial Officer By: KGH Intermediate Holdco II, LLC, its Managing Member By: KGH Intermediate Holdco I, LLC, its Managing Member By: Xxxxx Group Holdings, LLC, its Managing Member By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Vice President and Chief Financial Officer By: KGH Intermediate Holdco II, LLC, its Managing Member By: KGH Intermediate Holdco I, LLC, its Managing Member By: Xxxxx Group Holdings, LLC, its Managing Member By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx...
Sample 1
Registered Investment Companies. (a) Each Fund is, and at all times required under the Investment Company Act has been, duly registered with the Commission as an investment company under the Investment Company Act and has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to carry on its business as it is now being conducted. (b) The Company has made available to the Parent and the Purchaser copies of the (i) audited financial statements for each of the Funds for each of their respective fiscal years ended in 1999 (the "Fund Annual Financial Statements") and (ii) any audited or unaudited semi-annual financial statements for a Fund for its semi-annual period, if any, ended after the date of the Annual Financial Statements and on or prior to February 29, 2000 (the "Fund Interim Financial Statements" and, together with the Fund Annual Financial Statements, the "Fund Financial Statements"). Each Fund Financial Statement has been prepared in accordance with generally accepted accounting principles consistently applied by the Fund on a consistent basis, except as may be indicated therein or in the notes thereto, and fairly presents in all material respects the financial position and statement of net assets as of the date thereof and the results of operations for the period then ended, subject, in the case of the Fund Interim Financial Statements, to normal year-end adjustments and to the absence of complete notes. None of the Funds has incurred any obligation or liability (contingent or other) that, individually or in the aggregate, is or when accrued, would be, material to the financial condition or results of operations of such Fund, except as reflected in its Fund Financial Statements or as may be incurred in the ordinary course of its investment operations since the date of the Fund Interim Financial Statements and which would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. For purposes of this Agreement, "Fund Material Adverse Effect" shall mean any change, effect or circumstance that is, or is reasonably likely to result in, liability to the Company or any of its Continuing Subsidiaries that would have a Company Material Adverse Effect or which would be materially adverse to the business or operations of the Funds and Non-Registered Funds, taken as a whole, other than changes that result from economic factors affecting the ec...
Sample 1
Registered Investment Companies. If the Investor is a registered investment company and is not settling its purchase of Notes pursuant to Section 3(a) and (b) above, on or before the Closing Date, the Company shall cause the Trustee to deliver the Notes purchased by such Investor to the account and/or at the address designated by such Investor, and upon receipt by such Investor of such Notes, such Investor shall wire, in immediately available funds, the Purchase Amount for such Notes to an account designated by the Company.
Sample 1
Registered Investment Companies. A copy of the Declaration of Trust of each of the undersigned Purchasers that are registered investment companies (each, a “Trust”) is on file with the Secretary of State of either The Commonwealth of Massachusetts or the State of Delaware, as applicable. The Issuer and the other Note Parties acknowledge that the obligations of or arising out of this Agreement are not binding upon any of a Trust’s trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of each relevant Trust in accordance with its proportionate interest hereunder. If this instrument is executed by a Trust on behalf of one or more series of such Trust, you further acknowledge that the assets and liabilities of each series of the Trust are separate and distinct and that the obligations of or arising out of this Agreement are binding solely upon the assets or property of the series on whose behalf the Trust has executed this instrument. If a Trust has executed this instrument on behalf of more than one series of such Trust, you also agree that the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and you agree not to proceed against any series for the obligations of another.
Sample 1
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Related to Registered Investment Companies

  • Registered Investment Adviser The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, and correct promptly any violations that have occurred, and will provide notice promptly to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; and (vi) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

  • Regulated Investment Company The Company has elected to be treated, and has operated, and intends to continue to operate, its business in such a manner so as to enable the Company to continue to qualify as a regulated investment company under Subchapter M of the Code. The Company intends to direct the investment of the proceeds of the offering of the Securities in such a manner as to comply with the requirements of Subchapter M of the Code.

  • Regulated Investment Company Election Each Trust elects to be treated and to qualify as a "regulated investment company" as defined in the Internal Revenue Code, and the Trustee is hereby directed to make such elections, including any appropriate election to be taxed as a corporation, as shall be necessary to effect such qualification."

  • No Investment Company The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

  • Investment Company Status The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

  • Holding Company and Investment Company Acts Neither the Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935; nor is it an "investment company", or an "affiliated company" or a "principal underwriter" of an "investment company", as such terms are defined in the Investment Company Act of 1940.

  • Not an Investment Company The Borrower is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

  • Investment Company Act The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act, assuming no change in the Commission’s current interpretation as to entities that are not considered an investment company.

  • Investment Company Act Status The Company is not, and as a result of the consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

  • Company Not an “Investment Company The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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