Representations and Warranties by the Trust. The Trust represents and warrants that:
2.2.1 It is duly organized and in good standing under the laws of the State of Delaware.
2.2.2 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company.
2.2.3 It is registered as an open-end management investment company under the 0000 Xxx.
2.2.4 Each class of shares of the Portfolios of the Trust is registered under the 0000 Xxx.
2.2.5 It will amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2.2.6 It will comply, in all material respects, with the 1933 and 1940 Acts and the rules and regulations thereunder.
2.2.7 It is currently qualified as a “regulated investment company” under Subchapter M of the Code, it will make every effort to maintain such qualification, and will notify you immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.
2.2.8 The Trust will use its best efforts to comply with the diversification requirements for variable annuity, endowment or life insurance contracts set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5. Upon having a reasonable basis for believing any Portfolio has ceased to comply and will not be able to comply within the grace period afforded by Regulation 1.817-5, the Trust will notify you immediately and will take all reasonable steps to adequately diversify the Portfolio to achieve compliance.
2.2.9 It currently intends for one or more classes of shares (each, a “Class”) to make payments to finance its distribution expenses, including service fees, pursuant to a plan (“Plan”) adopted under rule 12b-1 under the 1940 Act (“Rule 12b-1”), although it may determine to discontinue such practice in the future. To the extent that any Class of the Trust finances its distribution expenses pursuant to a Plan adopted under rule 12b-1, the Trust undertakes to comply with any then current SEC interpretations concerning rule 12b-1 or any succes...
Representations and Warranties by the Trust. The Trust represents and warrants that:
2.2.1 It is duly organized and in good standing under the laws of the State of Massachusetts.
2.2.2 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio, that are so required by Rule 17g-1 under the 1940 Act, are and shall be at all times covered by a blanket fidelity bond or similar coverage in an amount not less that the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company.
2.2.3 It is registered as an open-end management investment company under the 0000 Xxx.
2.2.4 Each class of shares of the Portfolios of the Trust is registered under the 0000 Xxx.
2.2.5 redacted 2.2.6 redacted 2.2.7 redacted
2.2.8 redacted
2.2.9 It currently intends for one or more classes of shares (each, a "Class") to make payments to finance its distribution expenses, including service fees, pursuant to a plan ("Plan") adopted under rule 12b-1 under the 1940 Act ("Rule 12b-1"), although it may determine to discontinue such practice in the future.
Representations and Warranties by the Trust. The Trust represents and warrants to Federal Fund that:
(a) The Trust is a business trust created under the laws of the State of Delaware on June 15, 1992, and is validly existing and in good standing under the laws of that state. The Trust is duly registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management investment company and all of Municipal Fund's shares sold were sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act"), except for those shares sold pursuant to the private offering exemption for the purpose of raising the required initial capital.
(b) The Trust is authorized to issue an unlimited number of shares of beneficial interest, $0.01 par value per share, each outstanding share of which is fully paid, non-assessable, fully transferable and has full voting rights and currently issues shares of five (5) series including Municipal Fund. The Trust is authorized to issue an unlimited number of shares of beneficial interest of each series.
(c) The financial statements appearing in the Trust's Annual Report to Shareholders for the fiscal year ended May 31, 1998, audited by Coopers & Xxxxxxx, L.L.P., copies of which have been delivered to Federal Fund, fairly present the financial position of Municipal Fund as of such date and the results of its operations for the periods indicated in conformity with generally accepted accounting principles applied on a consistent basis.
(d) The books and records of Municipal Fund made available to Federal Fund and/or its counsel accurately summarize the accounting data represented and contain no material omissions with respect to the business and operations of Municipal Fund.
(e) The Trust has the necessary power and authority to conduct Municipal Fund's business as such business is now being conducted.
(f) The Trust is not a party to or obligated under any provision of the Trust's Agreement and Declaration of Trust or By-laws, or any contract or any other commitment or obligation, and is not subject to any order or decree that would be violated by the Trust's execution or performance under this Agreement and Plan.
(g) The Trust has elected to treat the Municipal Fund as a regulated investment company ("RIC") for federal income tax purposes under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Municipal Fund has qualified as a RIC for each taxable year since its i...
Representations and Warranties by the Trust. The Trust represents and warrants that:
2.2.1 It is duly organized and in good standing under the laws of the State of Massachusetts.
2.2.2 All of its directors, officers, employees and others dealing with the money and/or securities of a Portfolio are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less that the minimum coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such bond shall include coverage for larceny and embezzlement and be issued by a reputable bonding company.
2.2.3 It is registered as an open-end management investment company under the 0000 Xxx.
2.2.4 Each class of shares of the Portfolios of the Trust is registered under the 0000 Xxx.
2.2.5 It will amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares.
2.2.6 It will comply, in all material respects, with the 1933 and 1940 Acts and the rules and regulations thereunder.
2.2.7 redacted
Representations and Warranties by the Trust. The Trust represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:
Representations and Warranties by the Trust. The Trust represents, warrants to and agrees with the Distributor, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act on Form N-2 (File No. 333-272239 and 811-21784) (the “Registration Statement”) (i) has been prepared by the Trust in conformity with the requirements of the Securities Act and the Investment Company Act in all material respects; and (ii) has been filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act and the Investment Company Act; the Registration Statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Trust and its business; no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Trust; the Registration Statement, including any amendments thereto, became effective upon filing; no stop order of the Commission preventing or suspending the use of the Prospectus (as defined below), or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Trust’s knowledge, have been threatened by the Commission. Except where the context otherwise
Representations and Warranties by the Trust. The Trust represents and warrants to ING Funds as of the date hereof as follows:
Representations and Warranties by the Trust. The Trust represents and warrants to the Governor Funds that: (a) The Trust is a business trust created under the laws of the State of Delaware on August 11, 2000, and is validly existing and in good standing under the laws of that state. The Trust, of which the Vision Portfolio is a diversified separate series of shares, is duly registered under the 1940 Act, as an open-end, management investment company, such registration is in full force and effect as of the date hereof or will be in full force and effect as of the Closing and all of its shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital.
Representations and Warranties by the Trust. The Trust represents, warrants to and agrees with the Distributor, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) The Registration Statement pursuant to which Shares are sold (i) has been prepared by the Trust in conformity with the requirements of the Securities Act and the Investment Company Act in all material respects; (ii) has been filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act and the Investment Company Act; and (iii) heretofore became, and is, effective; such Registration Statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Trust and its business; no stop order of the Commission preventing or suspending the use of any Prospectus (as defined below), or the effectiveness of such Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Trust’s knowledge, have been threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means, collectively, the various parts of a registration statement pertaining to the offering and sale of Shares, as amended, at the time of effectiveness for purposes of Section 11 of the Securities Act (the “Effective Time”), as such section applies to the Distributor, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, and (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497(c) and/or Rule 497(h) under the Securities Act, to the extent such information is deemed to be part of such Registration Statement at the Effective Time. Except where the context otherwise requires, “Prospectus,” as used herein, means a final prospectus, including the related statement of additional information, relating to the Shares, filed by the Trust with the Commission pursuant to Rule 497(c) and/or Rule 497(h) under the Securities Act, in the form furnished by the Trust to the Distributor in connection with the offering of the Shares, together with, if applicable, any final prospectus supplement relating to the Shares attached to or used with such final prospectus, filed by the Trust with the Commission pursuant to Rule 497(c) and/or Rule 497(h) under the Securities Act, in the form furnished by the Trust to the Distributor in connection wi...
Representations and Warranties by the Trust and the Acquiring Trust ---------------------------------------------------------------------- The Trust and the Acquiring Trust each represents and warrants to the other that:
(a) Except as discussed in its currently effective prospectus, there are no legal, administrative or other proceedings or investigations against it, or, to its knowledge, threatened against it, that would materially affect its financial condition or its ability to consummate the transactions contemplated by this Agreement. It is not charged with or, to its knowledge, threatened with, any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of its business.
(b) There are no known actual or proposed deficiency assessments with respect to any taxes payable by it.
(c) It has duly and timely filed, on behalf of the Acquired Fund or the Decatur Equity Income Fund, as appropriate, all Tax (as defined below) returns and reports (including information returns), which are required to be filed by such Acquired Fund or Decatur Equity Income Fund, and all such returns and reports accurately state the amount of Tax owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income required to be reported by such Acquired Fund or Decatur Equity Income Fund. On behalf of the Acquired Fund or the Decatur Equity Income Fund, as appropriate, it has paid or made provision and properly accounted for all Taxes (as defined below) due or properly shown to be due on such returns and reports. The amounts set up as provisions for Taxes in the books and records of the Acquired Fund or Decatur Equity Income Fund, as appropriate, as of the Close of Business on the Valuation Date will, to the extent required by generally accepted accounting principles, be sufficient for the payment of all Taxes of any kind, whether accrued, due, absolute, contingent or otherwise, which were or which may be payable by the Acquired Fund or Decatur Equity Income Fund, as appropriate, for any periods or fiscal years prior to and including the Close of Business on the Valuation Date, including all Taxes imposed before or after the Close of Business on the Valuation Date that are attributable to any such period or fiscal year. No return filed by it, on behalf of the Acquired Fund or Decatur Equity Income Fund, as appropriate, is currently being audited by the Internal Re...
