Representations of Fund Sample Clauses

Representations of Fund. The Fund represents and warrants that the independent trustees have approved this Substitution Agreement and the continuation after the merger of the Agreement in accordance with its terms and this Substitution Agreement as required by Rule 12b-1 adopted under the Act.
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Representations of Fund. The Fund represents and warrants that:
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Representations of Fund. (a) Fund represents that it is not prohibited by any applicable laws or the rules thereunder from acting as contemplated by this Agreement.
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Representations of Fund. The Fund represents and warrants to UMBFS that:
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Representations of Fund. Fund hereby represents to NPM as follows:
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Representations of Fund. The Fund represents and warrants that: 1. in reaching its decision to direct its investment advisers to effect transactions through the Broker, it has carefully considered its obligation to ensure best execution for such transactions, and has determined that the activity contemplated by this Agreement is consistent with that objective; 2. this type of arrangement has been presented to, and approved by, the Trustees of the Fund, and funds covered hereby shall be used for the exclusive benefit of the Fund;; 3. the amount paid the Fund from the recapture of commissions will be used to offset the expenses of the Fund, including but not limited to, the payment of investment advisory fees (but not sub-advisory fees) and expenses associated with the maintenance and administration of the directed brokerage program, but will not be used to pay for expenses incurred in connection with the distribution of the shares of the Fund, including distribution expenses arising from the offer or sale of variable insurance products that invest in Fund shares; 4. the Fund and the person acting on behalf of the Fund with respect to the execution of this Agreement have the power and authority to enter into this Agreement and any related agreement with an investment adviser of the Fund and to instruct such adviser to direct transactions through the Broker on behalf of the Fund; 5. this type of arrangement and any related agreement with an investment adviser of the Fund and all transactions hereunder and thereunder do and shall comply with all applicable provisions of Federal, state and municipal laws and regulations as may from time to time be in effect, including such laws governing fiduciary responsibility and self dealing and transactions in which the Fund may or may not engage; 6. the Fund is not subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"); and 7. the Fund is a major U.S. institutional investor as defined in Rule 15a-6(b)(4)under the Securities Exchange Act of 1934 ("34 Act"). RESPONSIBILITY OF BROKER Attached hereto is a supplement that addresses the manner in which payments are to be made for the benefit of the Fund. For all recaptured commissions returned to, or for the benefit of, the Fund by check or wire transfer, the Broker shall remit directly to the Fund the applicable portion of commissions or commission equivalents earned on transactions executed by the Broker when executing trades on the listed block trading desk, on th...
Sample 1
Representations of Fund. The Fund represents and warrants that the independent directors have approved the Reorganization and the continuation of the Agreement.
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Related to Representations of Fund

  • Representations of GFS GFS represents and warrants to the Trust that:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Representations of BISYS BISYS represents and warrants that: (a) BISYS has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which BISYS has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Trust and BISYS' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

  • Representations of the Fund The Trust, on behalf of the Fund, represents and warrants that:

  • Representations of Company (a) Company represents and warrants that the Variable Accounts have been established and are in good standing under the laws of their state of organization; and the Variable Accounts have been registered as unit investment trusts under the 1940 Act and will remain so registered, or are exempt from registration pursuant to Section 3(c)(11) of the 1940 Act;

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • REPRESENTATIONS OF THE TRUST The Trust certifies to Ultimus that: (1) as of the close of business on the Effective Date, each Portfolio that is in existence as of the Effective Date has authorized unlimited shares, and (2) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof:

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Documentation Agent, the Assignor or any other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, [AND (VII) ATTACHES THE FORMS PRESCRIBED BY THE INTERNAL REVENUE SERVICE OF THE UNITED STATES CERTIFYING THAT THE ASSIGNEE IS ENTITLED TO RECEIVE PAYMENTS UNDER THE LOAN DOCUMENTS WITHOUT DEDUCTION OR WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES].** **TO BE INSERTED IF THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES, OR A STATE THEREOF.

  • Representations of the Company The Company represents and warrants to the Purchaser that:

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