Common use of Tax Status and Filings Clause in Contracts

Tax Status and Filings. Each of the FWSC Fund and the Small-Cap Fund (the “Funds”) represents and warrants that: (a) At the Closing Date, all federal and other tax returns and reports of the Funds required by law to have been filed by such date shall have been filed, and all federal and other taxes due and payable shall have been paid, or provision shall have been made for the payment thereof. To the best of the Funds’ knowledge, no such return is currently under audit by the IRS or any state or local tax authority, and no assessment has been asserted with respect to such returns. (b) For each fiscal year of its operation, the Funds have met, and will continue to meet through the Closing Date, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains (after reduction for any capital loss carryforward). In furtherance thereof, and not in limitation, each of the Funds has less than 25% of its non cash assets in the stock or securities of any one issuer and has less than 50% of the total value of its assets invested in five or fewer issuers.

Tax Status and Filings. Each of the FWSC FWLC Fund and the SmallLarge-Cap Fund (the “Funds”) represents and warrants that: (a) At the Closing Date, all federal and other tax returns and reports of the Funds required by law to have been filed by such date shall have been filed, and all federal and other taxes due and payable shall have been paid, or provision shall have been made for the payment thereof. To the best of the Funds’ knowledge, no such return is currently under audit by the IRS or any state or local tax authority, and no assessment has been asserted with respect to such returns. (b) For each fiscal year of its operation, the Funds have met, and will continue to meet through the Closing Date, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains (after reduction for any capital loss carryforward). In furtherance thereof, and not in limitation, each of the Funds has less than 25% of its non cash assets in the stock or securities of any one issuer and has less than 50% of the total value of its assets invested in five or fewer issuers.

Tax Status and Filings. Each of the FWSC FWLC Fund and the SmallLarge-Cap Fund (the “Funds”) represents and warrants that: (a) At the Closing Date, all federal and other tax returns and reports of the Funds required by law to have been filed by such date shall have been filed, and all federal and other taxes due and payable shall have been paid, or provision shall have been made for the payment thereof. To the best of the Funds’ Funds knowledge, no such return is currently under audit by the IRS or any state or local tax authority, and no assessment has been asserted with respect to such returns. (b) For each fiscal year of its operation, the Funds have met, and will continue to meet through the Closing Date, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains (after reduction for any capital loss carryforward). In furtherance thereof, and not in limitation, each of the Funds has less than 25% of its non cash assets in the stock or securities of any one issuer and has less than 50% of the total value of its assets invested in five or fewer issuers.

Tax Status and Filings. Each of the FWSC Large-Cap Core Fund and the SmallMulti-Cap Manager Fund (the “Funds”) represents and warrants that: (a) At the Closing Date, all federal and other tax returns and reports of the Funds required by law to have been filed by such date shall have been filed, and all federal and other taxes due and payable shall have been paid, or provision shall have been made for the payment thereof. To the best of the Funds’ Funds knowledge, no such return is currently under audit by the IRS or any state or local tax authority, and no assessment has been asserted with respect to such returns. (b) For each fiscal year of its operation, the Funds have met, and will continue to meet through the Closing Date, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains (after reduction for any capital loss carryforward). In furtherance thereof, and not in limitation, each of the Funds has less than 25% of its non cash assets in the stock or securities of any one issuer and has less than 50% of the total value of its assets invested in five or fewer issuers.

Tax Status and Filings. Each of the FWSC Fund and the Small-Cap Fund (the “Funds”) represents and warrants that: (a) At the Closing Date, all federal and other tax returns and reports of the Funds required by law to have been filed by such date shall have been filed, and all federal and other taxes due and payable shall have been paid, or provision shall have been made for the payment thereof. To the best of the Funds’ Funds knowledge, no such return is currently under audit by the IRS or any state or local tax authority, and no assessment has been asserted with respect to such returns. (b) For each fiscal year of its operation, the Funds have met, and will continue to meet through the Closing Date, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and has distributed in each such year all net investment company taxable income (computed without regard to any deduction for dividends paid) and net realized capital gains (after reduction for any capital loss carryforward). In furtherance thereof, and not in limitation, each of the Funds has less than 25% of its non cash assets in the stock or securities of any one issuer and has less than 50% of the total value of its assets invested in five or fewer issuers.