Registered Investment Companies. (i) Each Registered Investment Company is, and at all times required under the Securities Laws has been, duly registered with the SEC as an investment company under the Investment Company Act. Since January 1, 1999, each Registered Investment Company has continuously been (A) in substantial compliance with (w) the terms and conditions of its Constituent Documents, (x) the Securities Laws and the rules and regulations promulgated thereunder, (y) its investment policies and investment restrictions set forth in its registration statement as from time to time in effect and (z) the laws of its jurisdiction of formation and of each jurisdiction in which shares of such Registered Investment Company have been offered for sale or sold, and (B) duly registered or licensed and in good standing under the laws of each jurisdiction in which qualification is necessary. Without limiting the generality of the foregoing, each Registered Investment Company has maintained its records in compliance in all material respects with each of the Investment Company Act, the Investment Advisers Act and the rules of the National Association of Securities Dealers, Inc., including records necessary to substantiate the performance of the Registered Investment Company set forth in such Registered Investment Company's registration statements as from time to time in effect. There are no special restrictions, consent judgments or SEC or judicial orders on or against or with regard to any Registered Investment Company in effect, except for exemptive orders issued pursuant to Section 6(c) of the Investment Company Act listed on Part 2.21(b)(i) of the Seller Disclosure Letter.
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. NON-DISCRETIONARY ADVISORY SERVICES 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 Instituti...
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:
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. KGH INTERMEDIATE HOLDCO I, LLC By: Xxxxx Group Holdings, LLC, its Managing Member By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Vice President and Chief Financial Officer KGH INTERMEDIATE HOLDCO II, LLC 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 XXXXX FRAC, LP 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 XXXXX FRAC GP, LLC 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 KS DRILLING, LLC By: KGH Intermediate Holdco II, LLC, its Managing Member By: KGH Intermediate Holdco I, LLC, ...
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.
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. 150 60358086_160358086_13 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. 151 60358086_160358086_13 ANNEX A [Included under separate cover] 60358086_160358086_13 Summary report: Litéra® Change-Pro TDC 7.5.0.145 Document comparison done on 2/16/2017 10:34:18 PM Style name: Xxxxx Redline Intelligent Table Comparison: Active Original DMS:iw://RGDMS/Active/60358086/1 Modified DMS: iw://RGDMS/Active/60358086/13 Changes: Add 426 Delete 470 Move From 3 Move To 3 Table Insert 1 Table Delete 3 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 0 Embedded Excel 0 Format changes 0 Total Changes: 906
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.
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.
