Common use of Representations and Warranties by the Trust Clause in Contracts

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 inception and will qualify as a RIC as of the Closing Date.

Representations and Warranties by the Trust. The Trust represents and warrants to Federal Fund the Governor Funds that: (a) The Trust is a business trust created under the laws of the State of Delaware on June 15August 11, 19922000, and is validly existing and in good standing under the laws of that state. The Trust Trust, of which the Vision Portfolio is a diversified separate series of shares, is duly registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management investment company 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 Municipal Fund's its shares sold were have been sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act"), except for those any 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 without par value per share, each value. Each outstanding share is fully paid, non-assessable and has full voting rights and, except for any shares sold pursuant to the private offering exemption for purposes of which raising initial capital, is fully transferable. The shares of beneficial interest of the Vision Portfolio to be issued pursuant to this Agreement will be fully paid, non-assessable, fully transferable and has have full voting rights and currently issues shares of five rights. (5c) series including Municipal Fund. The Trust is authorized to issue an unlimited number of At the Closing, the shares of beneficial interest of each series. (c) The financial statements appearing the Vision Portfolio will be eligible for offering to the public in those states of the Trust's Annual Report United States and jurisdictions in which the Investor Shares of the Governor Portfolio are presently eligible for offering to Shareholders for the fiscal year ended May 31public, 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 and there are a sufficient number of such date and shares registered under the results of its operations for 1933 Act, to permit the periods indicated in conformity with generally accepted accounting principles applied on a consistent basistransfers contemplated by this Agreement to be consummated. (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 its business as such business is now being conducted. (fe) The Trust is not a party to or obligated under any provision of the Trust's its Agreement and Declaration of Trust or Trust, By-laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree that decree, which would be violated by the Trust's its execution of or performance under this Agreement and PlanAgreement. (f) Neither the Trust nor the Vision Portfolio is under the jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (g) The Trust has elected to treat the Municipal Fund as a regulated investment company does not have any unamortized or unpaid organizational fees or expenses. ("RIC"h) for federal income tax purposes under Part I of Subchapter M The books and records of the Internal Revenue Code of 1986, as amended (Vision Portfolio made available to the "Code"), Governor Funds and/or its counsel are true and Municipal Fund has qualified as a RIC for each taxable year since its inception correct in all material respects and will qualify as a RIC as contain no material omissions with respect to the business and operations of the Closing DateVision Portfolio.

Representations and Warranties by the Trust. The Trust represents and warrants to Federal Fund the Governor Funds that: (a) The Trust is a business trust created under the laws of the State of Delaware on June 15August 11, 19922000, and is validly existing and in good standing under the laws of that state. The Trust Trust, of which the Vision Portfolio is a non-diversified separate series, is duly registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management investment company 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 Municipal Fund's its shares sold were have been sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act"), except for those any 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 without par value per share, each value. Each outstanding share is fully paid, non-assessable and has full voting rights and except for any shares sold pursuant to the private offering exemption for purposes of which raising initial capital, is fully transferable. The Class A Shares of beneficial interest of the Vision Portfolio to be issued pursuant to this Agreement will be fully paid, non-assessable, fully transferable and has have 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 seriesrights. (c) The financial statements appearing At the Closing, the Class A Shares of beneficial interest of the Vision Portfolio will be eligible for offering to the public in those states of the Trust's Annual Report United States and jurisdictions in which the Investor Shares of the Governor Portfolio are presently eligible for offering to Shareholders for the fiscal year ended May 31public, 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 and there are a sufficient number of such date and shares registered under the results of its operations for 1933 Act, to permit the periods indicated in conformity with generally accepted accounting principles applied on a consistent basistransfers contemplated by this Agreement to be consummated. (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 its business as such business is now being conducted. (fe) The Trust is not a party to or obligated under any provision of the Trust's its Agreement and Declaration of Trust or Trust, By-laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree that decree, which would be violated by the Trust's its execution of or performance under this Agreement and PlanAgreement. (f) Neither the Trust nor the Vision Portfolio is under the jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (g) The Trust has elected to treat the Municipal Fund as a regulated investment company does not have any unamortized or unpaid organizational fees or expenses. ("RIC"h) for federal income tax purposes under Part I of Subchapter M The books and records of the Internal Revenue Code of 1986, as amended (Vision Portfolio made available to the "Code"), Governor Funds and/or its counsel are true and Municipal Fund has qualified as a RIC for each taxable year since its inception correct in all material respects and will qualify as a RIC as contain no material omissions with respect to the business and operations of the Closing DateVision Portfolio.

Representations and Warranties by the Trust. The Trust represents and warrants to Federal Global Income Fund that: (a) The Trust is a business trust created formed under the laws of the State Commonwealth of Delaware Massachusetts on June 15, 1992October 13,1988, and is validly existing and in good standing under the laws of that stateCommonwealth. The Trust is duly registered under the Investment Company 1940 Act of 1940as a non-diversified, as amended (the "1940 Act"), as an openclosed-end, end management investment company and all of Municipal Fund's shares the Trust Shares sold were sold pursuant to an effective in compliance in all material respects with applicable registration statement filed under requirements of 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 interestinterest of the Trust, par value $0.01 par value per share, each outstanding share of which is fully paid, non-assessable, fully freely transferable and has full voting rights and rights. The Trust currently issues shares of five one (51) series including Municipal Fund. The Trust is authorized to issue an unlimited number series, and it has not designated any classes of shares of beneficial interest of each seriesshares. (c) The financial statements appearing in the Trust's Annual Report to Shareholders for the fiscal year ended May August 31, 19982001, audited by Coopers & XxxxxxxPricewaterhouseCoopers LLP, L.L.P., copies a copy of which have has been delivered to Federal Global Income Fund, fairly present the financial position of Municipal Fund the Trust as of such date the respective dates indicated and the results of its operations for the periods indicated in conformity with generally accepted accounting principles applied on a consistent basis. If available, a copy of the unaudited financial statements appearing in the Trust's Semi-Annual Report to Shareholders for the six-month period ended February 28, 2002, will be delivered to Global Income Fund, which will fairly present the financial position of the Trust as of the respective dates indicated 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 the Trust accurately summarize the accounting data represented and contain no material omissions with respect to the business and operations of Municipal Fundthe Trust. (e) The Trust has the necessary power and authority to conduct Municipal Fund's its 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 its Declaration of Trust or its By-lawsLaws (together, as each has been amended to date, the "Trust Documents"), or any contract or any other commitment or obligation, and is not subject to any order or decree decree, that would be violated by the Trust's its execution of or performance under this Agreement and Plan. (g) The Trust has elected to treat the Municipal Fund be treated as a regulated investment company ("RIC") 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 it has qualified as a RIC for each taxable year since its inception and will qualify as a RIC as of the Closing Date, and consummation of the transactions contemplated by the Plan will not cause it to fail to be qualified as a RIC as of the Closing Date. (h) The Trust is not under jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

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 Commonwealth of Delaware Massachusetts on June 15September 18, 19921984, and is validly existing and in good standing under the laws of that statecommonwealth. 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 Indiana 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 no par value per sharevalue, each outstanding share of which is fully paid, non-assessable, fully transferable and has full voting rights and currently issues shares of five twenty-eight (528) series including Municipal Indiana 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 31February 28, 1998, audited by Coopers & Xxxxxxx, Xxxxxxx L.L.P., copies of which have been delivered to Federal Fund, fairly present the financial position of Municipal Indiana 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 Indiana 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 Indiana Fund. (e) The Trust has the necessary power and authority to conduct Municipal Indiana 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 Amended and Restated 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 of or performance under this Agreement and Plan. (g) The Trust has elected to treat the Municipal Indiana 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 Indiana Fund has qualified as a RIC for each taxable year since its inception and will qualify as a RIC as of the Closing Date.

Representations and Warranties by the Trust. The Trust represents and warrants to Federal Xxxxxxxxx Fund that: (a) The Trust is a business trust created under the laws of the State of Delaware on June 15September 22, 19921993, and is validly existing and in good standing under the laws of that state. The Trust is duly registered under the Investment Company 1940 Act of 1940, as amended (the "1940 Act"), as an open-end, management investment company and all of Municipal Franklin 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, par value $0.01 par value per share, each outstanding share of which is fully paid, non-assessable, fully transferable freely transferable, and has full voting rights rights. Franklin Fund Shares to be issued pursuant to this Agreement 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 seriesPlan will be fully paid, non-assessable, freely transferable and have full voting rights. (c) At the Closing, Franklin Fund Class A Shares will be eligible for offering to the public in those states of the United States and jurisdictions in which the shares of Xxxxxxxxx Fund Class A Shares are presently eligible for offering to the public, and Franklin Fund Class C Shares will be eligible for offering to the public in those states of the United States and jurisdictions in which the shares of Xxxxxxxxx Fund Class C Shares are presently eligible for offering to the public; and there are a sufficient number of Franklin Fund Class A Shares and Franklin Fund Class C Shares registered under the 1933 Act to permit the transfers contemplated by this Agreement and Plan to be consummated. (d) The financial statements appearing in the Trust's Annual Report to Shareholders for the fiscal year ended May 31April 30, 19981999, audited by Coopers & Xxxxxxx, L.L.P.PricewaterhouseCoopers LLP, copies of which have been delivered to Federal Xxxxxxxxx Fund, fairly present the financial position of Municipal Franklin Fund as of such date and the results of its operations for the periods period 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 Franklin 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 decree, that would be violated by the Trust's execution of or performance under this Agreement and Plan. (g) The Trust has elected to treat the Municipal Franklin Fund as a regulated investment company ("RIC") 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 Franklin Fund has qualified as a RIC for each taxable year since its inception and will qualify as a RIC as of the Closing Date.