Regulatory Reports, Registrations and Agreements. (a) The Investment Advisor is registered as an “investment adviser” under the Investment Advisers Act. The Company has made available to the Purchaser prior to the date of this Agreement a true and correct copy of the Form ADV (Part I and Part II) of the Investment Advisor as in effect on March 25, 2009 (including any required amendments to such Form ADV). Each of the Company and its Affiliates that is required to be is, and at all times required by the Investment Advisers Act has been, duly registered as an investment adviser under the Investment Advisers Act. Each of the Company and its Affiliates that is required to be is, and at all times required by Applicable Law (other than the Investment Advisers Act) has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification. Section 5B.1(a) of the Company Disclosure Letter sets forth any of the Company and its Affiliates that is or has been registered as an “investment adviser” under the Investment Advisers Act or any other Applicable Law. (b) The Investment Advisor has in effect (i) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (ii) a written code of ethics, as required by Rule 204A-1 under the Investment Advisers Act, (iii) policies and procedures with respect to the protection of nonpublic personal information about customers, clients and other third parties designed to assure compliance with Applicable Law (“Privacy Policies”), (iv) a proxy voting policy as required by Rule 206(4)-6 under the Investment Advisers Act, (v) policies and procedures with respect to business continuity in the event of business disruptions and (vi) all such other compliance policies and procedures required by Rule 206(4)-7 under the Investment Advisers Act in respect of its business as of the date hereof (collectively, “Adviser Compliance Policies”), and has designated and approved a chief compliance officer in accordance with Rule 206(4)-7. Copies of all such Adviser Compliance Policies have been provided or made available to the Purchaser. All such Adviser Compliance Policies comply in all material respects with Applicable Law, including Sections 204A and 206 of the Investment Advisers Act, and there have been no material violations of such Adviser Compliance Policies. (c) Each of the Company and its Affiliates, to the extent required by Applicable Law, is in compliance with Applicable Law relating to anti-money laundering customer identification programs and has complied with the terms of such programs in all material respects. (d) None of the Company, its Subsidiaries or the Investment Advisor or, to the Knowledge of the Company, any Person who is “associated with” any of the Company, its Subsidiaries or the Investment Advisor for purposes of the Investment Advisers Act has, during the ten years prior to the date hereof, been convicted of any crime (other than a misdemeanor traffic violation or similar misdemeanor) or is, or has been during such period, subject to any disqualification that, in either case, would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder, and as of the date of this Agreement, there are no Actions pending or, to the Knowledge of the Company, threatened that could result in any such disqualification, denial, suspension or revocation. (e) Section 5B.1(e) of the Company Disclosure Letter identifies each no-action letter and exemptive order issued to the Company or any of its Affiliates or Company Funds that remains applicable to its business as conducted on the date of this Agreement. Prior to the date of this Agreement, the Company has made available to the Purchaser a true and correct copy of each such no-action letter and exemptive order. The Company, its Affiliates or Company Funds, as applicable, have complied with all representations, terms and conditions of such no-action letters and exemptive orders necessary to rely on the relief granted thereby. (f) The Investment Advisor and any Affiliate of the Company that exercises “investment discretion” (as such term in defined in the Exchange Act) has complied in all material respects with Applicable Law governing the receipt and use of “brokerage and research services” (as such term is defined in Section 28(e) of the Exchange Act). (g) All performance information provided, presented or made available by the Company, its Subsidiaries, the Investment Advisor or a Company Fund to any Client or potential client has complied in all material respects with Applicable Law and is not misleading in any material respect. Each of the Company, its Subsidiaries and the Investment Advisor maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law. (h) None of the Company, its Subsidiaries, the Investment Advisor or any Company Fund is (i) subject to Section 15 of the Investment Company Act or (ii) registered or required to be registered under the Investment Company Act.
Appears in 1 contract
Regulatory Reports, Registrations and Agreements. (a) The Investment Advisor BAM is registered as an “investment adviser” under the Investment Advisers Act. The Company has made available to the Purchaser prior to the date of this Agreement a true and correct copy of the Form ADV (Part I and Part II) of the Investment Advisor BAM as in effect on March 25, 2009 (including any required amendments to such Form ADV)the date of this Agreement. Each of the Company and its Affiliates that is required to be is, and at all times required by the Investment Advisers Act has been, duly registered as an investment adviser under the Investment Advisers Act. Each of the Company and its Affiliates that is required to be is, and at all times are required by Applicable Law (other than the Investment Advisers Act) has to be, are and at all times have been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification. Section 5B.1(a) of the Company Disclosure Letter sets forth any of the Company and its Affiliates that (i) is or has been registered as an “investment adviser” under within the meaning of the Investment Advisers Act or any other Applicable LawLaw or (ii) is subject to any material Liability or disability by reason of any failure to be so registered, licensed or qualified.
(b) The Investment Advisor Each of the Company and its Affiliates that is registered as an investment adviser with the SEC has in effect, and at all times required by Applicable Law has had in effect (i) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (ii) a written code of ethics, as required by Rule 204A-1 under the Investment Advisers Act, (iii) policies and procedures with respect to the protection of nonpublic personal information about customers, clients and other third parties designed to assure compliance with Applicable Law (“Privacy Policies”), (iv) a proxy voting policy as required by Rule 206(4)-6 under the Investment Advisers Act, (v) policies and procedures with respect to business continuity plans in the event of business disruptions and (vi) all such other compliance policies and procedures required by Rule 206(4)-7 under the Investment Advisers Act in respect of its business as of the date hereof (collectively, “Adviser Compliance Policies”), and has designated and approved a chief compliance officer in accordance with Rule 206(4)-7. Copies of all such Adviser Compliance Policies have been provided or made available to the Purchaser. All such Adviser Compliance Policies comply in all material respects with Applicable Law, including Sections 204A and 206 of the Investment Advisers Act, and there have been no material violations or written allegations by any employee or client of the Company and its Affiliates or any Governmental Authority or material violations of such Adviser Compliance Policies. The policies of each of the Company and its Affiliates with respect to avoiding conflicts of interest, to the extent they are required to be disclosed pursuant to Applicable Law, are as set forth in its most recent Form ADV.
(c) Each of the Company and its Affiliates has complied in all material respects with all Applicable Law regarding the privacy of clients, customers and other Persons and, to the extent required by Applicable Law, has established and complied with its Privacy Policies.
(d) Each of the Company and its Affiliates that is a registered investment adviser has adopted and implemented procedures or practices for the allocation of securities purchased for its clients that comply in all material respects with Applicable Laws, including procedures or practices relating to the allocation between sponsored Company Funds and sub-advised Company Funds or other accounts in which a Company Fund or any of the Company or its Affiliates has an interest.
(e) Except as set forth in Section 5.11(a)(ii) of the Company Disclosure Letter, there are no contracts with any third party pursuant to which the Company, its Subsidiaries or BAM has agreed to pay a portion of its management fees or incentive allocations or fees received from the Funds to such third party.
(f) None of the Company or any of its Affiliates is subject to any priority or exclusivity agreements or undertakings with respect to the distribution of any Company Account.
(g) The Company has made available to the Purchaser all Contracts between any of the Company and its Affiliates, on the one hand, and individual investors, on the other hand, as well as all Funds Operative Documents, relating to each Company Account.
(h) No Memorandum, as supplemented by additional disclosure as needed, at the time that it was used to offer interests in any Company Fund, failed to comply in all material respects with all Applicable Laws or contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made in such Memorandum not misleading in light of the circumstances under which such statements were made.
(i) Each Company Account has been managed in all material respects in accordance with the description set forth in its Memorandum and governing documents.
(j) Each of the Company and its Affiliates, to the extent required by Applicable Law, has adopted a written policy, maintains and is in compliance with Applicable Law relating to anti-money laundering laundering, has a written customer identification programs program and is in compliance with Applicable Law and has complied with the terms of such programs in all material respects.
(dk) None of the Company, its Subsidiaries Subsidiaries, or the Investment Advisor BAM or, to the Knowledge of the CompanySellers, any Person who is “associated with” (as that term is defined in the Investment Advisers Act) any of the Company, its Subsidiaries or the Investment Advisor BAM for purposes of the Investment Advisers Act hasis or has been, during the ten years prior to the date hereof, been convicted of any crime (other than a misdemeanor traffic violation or similar misdemeanor) or is, or has been during such period, subject to any disqualification that, in either case, would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or the subject of a disclosure obligation pursuant to Rule 206(4)-4(b) thereunder, and as of the date of this Agreement, there are no Actions pending or, to the Knowledge of the CompanySellers, threatened that could result in any such disqualification, denial, suspension suspension, revocation or revocationrequire such disclosure.
(el) Section 5B.1(e5B.1(l) of the Company Disclosure Letter identifies each deficiency letter, no-action letter and exemptive order issued to the Company or any of its Affiliates or Company Funds that remains applicable to its business as conducted on the date of this Agreement. Prior to the date of this Agreement, the Company has made available to the Purchaser a true and correct copy of each such no-action letter and exemptive order. The Company, its Affiliates or Company Funds, as applicable, have complied with all representations, terms and conditions of such no-action letters and exemptive orders necessary to rely on the relief granted thereby.
(fm) The Investment Advisor and any Affiliate None of the Company that exercises Company, its Subsidiaries or BAM (i) are required by Applicable Law to be, or to have been, duly registered, licensed or qualified as a broker or dealer in any jurisdiction, (ii) is or has been a member of the Financial Industry Regulatory Authority (“investment discretionFINRA”) or (iii) is or has been a “broker” (as such term in defined in or “dealer” within the meaning of the Exchange ActAct or any other Applicable Law.
(n) None of the Company, its Subsidiaries or BAM (i) is required to be registered, licensed or qualified (or, if so required, has obtained an exemption from such registration, licensing or qualification) as a commodity pool operator, futures commission merchant, commodity trading adviser, bank, trust company, real estate broker, insurance company or insurance broker under any Applicable Law or is subject to any liability or disability by reason of any failure to be so registered, licensed or qualified or (ii) has received notice of any proceeding concerning any failure to obtain any commodity pool operator, futures commission merchant, commodity trading adviser, bank, trust company, real estate broker, insurance company, insurance broker or transfer agent registration, license or qualification.
(o) Each of the Company, its Subsidiaries, the Funds and BAM has complied in all material respects with Applicable Law governing the receipt and receipt, use or provision of “brokerage and research services” (as such term is defined in Section 28(e) of the Exchange Act)) through “soft dollar” arrangements or otherwise.
(gp) All performance information provided, presented or made available by the Company, its Subsidiaries, the Investment Advisor BAM or a Company Fund to any Client or potential client has complied in all material respects with Applicable Law and is not misleading in any material respect. Each of the Company, its Subsidiaries and the Investment Advisor BAM maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law. Any investment performance earned by any Person at a firm other than the Company or its Subsidiaries and presented by any of the Company or its Subsidiaries as its business performance has complied in all material respects with Applicable Law.
(hq) None of the Company, its Subsidiaries, the Investment Advisor BAM or any Company Fund is (i) subject to Section 15 of the Investment Company Act or (ii) registered or required to be registered under the Investment Company Act.
Appears in 1 contract
Regulatory Reports, Registrations and Agreements. (a) The Investment Advisor BEM is registered as an “investment adviser” under the Investment Advisers Act. The Company has made available to the Purchaser prior to the date of this Agreement a true and correct copy of the Form ADV (Part I and Part II) of the Investment Advisor BEM as in effect on March 25, 2009 (including any required amendments to such Form ADV)the date of this Agreement. Each of the Company and its Affiliates that is required to be is, and at all times required by the Investment Advisers Act has been, duly registered as an investment adviser under the Investment Advisers Act. Each of the Company and its Affiliates that is are required to be isare, and at all times required by Applicable Law (other than the Investment Advisers Act) has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification. Section 5B.1(a) of the Company Disclosure Letter sets forth any of the Company and its Affiliates that (i) is or has been registered as an “investment adviser” under within the meaning of the Investment Advisers Act or any other Applicable LawLaw or (ii) is subject to any material Liability or disability by reason of any failure to be so registered, licensed or qualified.
(b) The Investment Advisor Each of the Company and its Affiliates that is registered as an investment adviser with the SEC has in effect, and at all times required by Applicable Law has had in effect (i) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (ii) a written code of ethics, as required by Rule 204A-1 under the Investment Advisers Act, (iii) policies and procedures with respect to the protection of nonpublic personal information about customers, clients and other third parties designed to assure compliance with Applicable Law (“Privacy Policies”), (iv) a proxy voting policy as required by Rule 206(4)-6 under the Investment Advisers Act, (v) policies and procedures with respect to business continuity plans in the event of business disruptions and (vi) all such other compliance policies and procedures required by Rule 206(4)-7 under the Investment Advisers Act in respect of its business as of the date hereof (collectively, “Adviser Compliance Policies”), and has designated and approved a an appropriate chief compliance officer in accordance with Rule 206(4)-7. Copies of all such Adviser Compliance Policies have been provided or made available to the Purchaser. All such Adviser Compliance Policies comply in all material respects with Applicable Law, including Sections 204A and 206 of the Investment Advisers Act, and there have been no material violations or allegations by any employee or client of the Company and its Affiliates or any Governmental Authority or material violations of such Adviser Compliance Policies. The policies of each of the Company and its Affiliates with respect to avoiding conflicts of interest, to the extent they are required to be disclosed pursuant to Applicable Law, are as set forth in its most recent Form ADV.
(c) From January 1, 2006, each of the Company and its Affiliates has complied in all material respects with all Applicable Law regarding the privacy of clients, customers and other Persons and, to the extent required by Applicable Law, has established and complied with its Privacy Policies.
(d) Each of the Company and its Affiliates that is a registered investment adviser has adopted and implemented procedures or practices for the allocation of securities purchased for its clients that comply in all material respects with Applicable Laws, including procedures or practices relating to the allocation between sponsored Company Funds and sub-advised Company Funds or other accounts in which a Company Fund or any of the Company or its Affiliates has an interest.
(e) Except as set forth in Section 5B.1(e) of the Company Disclosure Letter, there are no third party fee-sharing contracts.
(f) None of the Company or any of its Affiliates is subject to any priority or exclusivity agreements or undertakings with respect to the distribution of any Company Account.
(g) The Company has made available to the Purchaser all Contracts between any of the Company and its Affiliates, on the one hand, and individual investors, on the other hand, as well as all Funds Operative Documents, relating to each Company Account.
(h) No Memorandum, as supplemented by additional disclosure as needed, at the time that it was used to offer interests in any Company Fund, failed to comply in all material respects with all Applicable Laws or contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made in such Memorandum not misleading in light of the circumstances under which such statements were made.
(i) Each Company Account has been managed in all material respects in accordance with the description set forth in its Memorandum and governing documents.
(j) Each of the Company and its Affiliates, to the extent required by Applicable Law, has adopted a written policy, maintains and is in compliance with Applicable Law relating to anti-money laundering laundering, has a written customer identification programs program and is in compliance with Applicable Law and has complied with the terms of such programs in all material respects.
(dk) None of Neither the Company, its Subsidiaries or the Investment Advisor Company nor BEM or, to the Knowledge of the Company, any Person who is “associated with” any either of the Company, its Subsidiaries Company or the Investment Advisor BEM for purposes of the Investment Advisers Act has, during the ten years prior to the date hereof, been convicted of any crime (other than a misdemeanor traffic violation or similar misdemeanor) or is, or has been during such period, subject to any disqualification that, in either case, would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or the subject of a disclosure obligation pursuant to Rule 206(4)-4(b206(4) thereunder, and as of the date of this Agreement, there are no Actions pending or, to the Knowledge of the Company, threatened that could result in any such disqualification, denial, suspension or revocation, or require such disclosure.
(el) Section 5B.1(e5B.1(l) of the Company Disclosure Letter identifies each no-action letter and exemptive order issued to the Company or any of its Affiliates or Company Funds that remains applicable to its business as conducted on the date of this Agreement. Prior to the date of this Agreement, the Company has made available to the Purchaser a true and correct copy of each such no-action letter and exemptive order. The Company, its Affiliates or Company Funds, as applicable, have complied with all representations, terms and conditions of such no-action letters and exemptive orders necessary to rely on the relief granted thereby.
(fm) The Investment Advisor and Neither the Company nor BEM (i) are required to be, or, as required by Applicable Law, have been, duly registered, licensed or qualified as a broker or dealer in any Affiliate jurisdiction which requires such registration, licensing or qualification, (ii) is or has been a member of the Financial Industry Regulatory Authority (“FINRA”) or (iii) is or has been a “broker” or “dealer” within the meaning of the Exchange Act or any other Applicable Law.
(n) Neither the Company nor BEM (i) is required to be registered, licensed or qualified (or, if so required, has obtained an exemption from such registration, licensing or qualification) as a commodity pool operator, futures commission agent, commodity trading adviser, bank, trust company, real estate broker, insurance company or insurance broker under any Applicable Law or is subject to any liability or disability by reason of any failure to be so registered, licensed or qualified or (ii) has received notice of any proceeding concerning any failure to obtain any commodity pool operator, futures commission merchant, commodity trading adviser, bank, trust company, real estate broker, insurance company, insurance broker or transfer agent registration, license or qualification.
(o) Each of the Company that exercises “investment discretion” (as such term in defined in the Exchange Act) and BEM has complied in all material respects with Applicable Law governing the receipt and receipt, use or provision of “brokerage and research services” (as such term is defined in Section 28(e) of the Exchange Act)) through “soft dollar” arrangements or otherwise.
(gp) All performance information provided, presented or made available by the Company, its Subsidiaries, the Investment Advisor BEM or a Company Fund to any Client or potential client has complied in all material respects with Applicable Law and is not misleading in any material respect. Each of the Company, its Subsidiaries Company and the Investment Advisor BEM maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law. Any investment performance earned by any Person at a firm other than the Company and presented by any of the Company as its business performance has complied in all material respects with Applicable Law.
(hq) None of the Company, its Subsidiaries, the Investment Advisor BEM or any Company Fund is (i) subject to Section 15 of the Investment Company Act or (ii) registered or required to be registered under the Investment Company Act.
Appears in 1 contract
Regulatory Reports, Registrations and Agreements. (a) The Investment Advisor VAM is registered as an “investment adviser” under the Investment Advisers Act. The Company has made available to the Purchaser prior to the date of this Agreement a true and correct copy of the Form ADV (Part I and Part II) of the Investment Advisor VAM as in effect on March 25, 2009 (including any required amendments to such Form ADV)the date of this Agreement. Each of the Company and its Affiliates that is required to be is, and at all times required by the Investment Advisers Act has been, duly registered as an investment adviser under the Investment Advisers Act. Each of the Company and its Affiliates that is are required to be isare, and at all times required by Applicable Law (other than the Investment Advisers Act) has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business requires such registration, licensing or qualification. Section 5B.1(a) of the Company Disclosure Letter sets forth any of the Company and its Affiliates that is or has been registered as an “investment adviser” under within the meaning of the Investment Advisers Act or any other Applicable LawAct.
(b) The Investment Advisor Each of the Company’s Affiliates that is registered as an investment adviser with the SEC has in effect, and at all times required by Applicable Law has had in effect (i) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (ii) a written code of ethics, as required by Rule 204A-1 under the Investment Advisers Act, (iii) policies and procedures with respect to the protection of nonpublic personal information about customers, clients and other third parties designed to assure compliance with Applicable Law (“Privacy Policies”), (iv) a proxy voting policy as required by Rule 206(4)-6 under the Investment Advisers Act, (v) policies and procedures with respect to business continuity plans in the event of business disruptions and (vi) all such other compliance material policies and procedures required by Rule 206(4)-7 under the Investment Advisers Act in respect of its business as of the date hereof (collectively, “Adviser Compliance Policies”), and has designated and approved a chief compliance officer in accordance with Rule 206(4)-7. Copies of all such Adviser Compliance Policies have been provided or made available to the Purchaser. All such Adviser Compliance Policies comply in all material respects with Applicable Law, including Sections 204A and 206 of the Investment Advisers Act, and there have been no material violations or written allegations by any employee or client of the Company and its Affiliates or any Governmental Authority of violations of such Adviser Compliance Policies, other than violations or allegations which, if true, would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.
(c) Each of the Company and the Funds has complied in all material respects with all Applicable Law regarding the privacy of Clients, customers and other Persons and, to the extent required by Applicable Law, has established and complied with its Privacy Policies.
(d) VAM has adopted and implemented procedures or practices for the allocation of securities purchased for its clients that comply in all material respects with Applicable Laws.
(e) There are no contracts with any third party pursuant to which VAM or the Company has agreed to pay a portion of its management fees or incentive allocations received from the Funds to such third party.
(f) None of the Company, the Funds or VAM (with respect to any Fund) have entered into any placement agent agreements which grant any placement agent priority or exclusivity with respect to the placement of any equity interests in any of the Funds.
(g) The Company has made available to the Purchaser all Funds Operative Documents, other than any side letters or side agreements between a Fund and such Funds Clients.
(h) No Memorandum, as supplemented by additional disclosure as needed, at the time that it was used to offer interests in any Company Fund, failed to comply in all material respects with all Applicable Laws or contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made in such Memorandum not misleading in light of the circumstances under which such statements were made.
(i) Each Company Fund has been managed in all material respects in accordance with the description set forth in its Memorandum and governing documents.
(j) Each of the Company and its Affiliates, to the extent required by Applicable Law, has adopted and maintains a written anti-money laundering policy and customer identification program, and is in material compliance with Applicable Law relating to anti-money laundering customer identification programs and has complied with the terms of such programs in all material respectslaundering.
(dk) None of the Company, its Subsidiaries the Funds, or the Investment Advisor VAM or, to the Knowledge of the CompanySellers, any Person who is “associated with” any of the Company, its Subsidiaries or the Investment Advisor VAM for purposes of the Investment Advisers Act hasis or has been, during the ten years prior to the date hereof, been convicted of any crime (other than a misdemeanor traffic violation or similar misdemeanor) or is, or has been during such period, subject to any disqualification that, in either case, that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or the subject of a disclosure obligation pursuant to Rule 206(4)-4(b) thereunder, and as of the date of this Agreement, there are no Actions pending or, to the Knowledge of the CompanySellers, threatened that could is reasonably likely to result in any such disqualification, denial, suspension suspension, revocation or revocationrequire such disclosure.
(el) Section 5B.1(e) of the Company Disclosure Letter identifies each There are no no-action letter and letters or exemptive order orders that have been issued to the Company or Company, any of its Affiliates or any Company Funds that remains applicable to its business as conducted on the date of this Agreement. Prior to the date of this Agreement, the Company has made available to the Purchaser a true and correct copy of each such no-action letter and exemptive order. The Company, its Affiliates or Company Funds, as applicable, have complied with all representations, terms and conditions of such no-action letters and exemptive orders necessary to rely on the relief granted therebyFund by any Governmental Authority.
(fm) The Investment Advisor and any Affiliate None of the Company that exercises Company, the Funds or VAM (i) are required by Applicable Law to be, or to have been, registered, licensed or qualified as a broker or dealer in any jurisdiction, (ii) is or has been a member of the Financial Industry Regulatory Authority (“investment discretionFINRA”) or (iii) is or has been a “broker” (as such term in defined in or ‘dealer’ within the meaning of the Exchange Act.
(n) None of the Company, the Funds or VAM (i) is required to be registered, licensed or qualified (or has obtained an exemption from such registration, licensing or qualification) as a commodity pool operator, futures commission merchant, commodity trading advisor, bank, trust company, real estate broker, insurance company or insurance broker under any Applicable Law or (ii) has received notice of any proceeding concerning any failure to obtain any commodity pool operator, futures commission merchant, commodity trading advisor, bank, trust company, real estate broker, insurance company or insurance broker license or qualification.
(o) Each of the Company, and VAM has complied in all material respects with Applicable Law governing the receipt and receipt, use or provision of “brokerage and research services” (as such term is defined in Section 28(e) of the Exchange Act)) through “soft dollar” arrangements or otherwise.
(gp) All performance information provided, presented or made available by the Company, its Subsidiaries, the Investment Advisor VAM or a Company Fund to any Client or potential client has complied in all material respects with Applicable Law and is not misleading in any material respectLaw. Each of the Company, its Subsidiaries and the Investment Advisor The Company and/or VAM maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite the Funds (current and historical performance results) as to the extent required by Applicable Law. Presentation of any investment performance of any Person at a firm other than the Company as the Company’s own investment performance has complied in all material respects with Applicable Law.
(hq) None of the Company, its Subsidiaries, the Investment Advisor VAM or any Company Fund is (i) subject to Section 15 of the Investment Company Act or (ii) registered or required to be registered under the Investment Company Act.
Appears in 1 contract
