Common use of Material Clients Clause in Contracts

Material Clients. (a) Section 6.8(a) of the Seller Disclosure Schedules sets forth a complete and accurate list, as of the Execution Date, of: (i) all Material Clients of the Business; (ii) all related Investment Accounts and related account numbers; (iii) for each such Investment Account, on an account-by-account basis, the aggregate market value of the assets under management and the Fee Rate, and (iv) the aggregate value of the assets under management for all such Investment Accounts. (b) Each Client Contract and Intermediary Contract (i) is a valid and legally binding agreement, enforceable against Seller and, to the Knowledge of Seller, each other party thereto, subject to limitations imposed by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the rights and remedies of creditors generally and to general principles of equity, (ii) is in all material respects in compliance with applicable Laws and (iii), except as indicated on Section 6.8(b) of the Seller Disclosure Schedules, does not require the consent of the Client or Intermediary for the assignment or transfer to Purchaser. (c) Seller is not in material default in the observance or the performance of any material term or obligation to be performed by it under any Client Contract or Intermediary Contract. Except for the accounts receivable of the Business consisting of the Client payment delinquencies as of November 1, 2013 set forth on Section 6.8(c) of the Seller Disclosure Schedule, to the Knowledge of Seller, no other Person is in material default in the observance or the performance of any material term or obligation to be performed by it under any Client Contract or Intermediary Contract. No Investment Account is in material violation of an investment policy or guideline for which violation Seller is responsible. There are no agreements by Seller to rebate or reduce fees or expenses or to reimburse any or all fees of, or to reduce or rebate a performance allocation or provide special redemption rights, preferential or “most favored client” treatment for, any Client or Intermediary. There are no written agreements (other than the Intermediary Contracts) pursuant to which Seller is or may be obligated to pay to any Person a finder’s, referral, placement or solicitation fee, or compensation or fee with respect to assets of any Client or Intermediary. Except as set forth on Section 1.1(b) of the Seller Disclosure Schedules, there are no third party financial advisors, including any sponsor of a Wrap Program, for whom Seller has agreed in writing to provide investment advisory services in connection with the provision of investment advisory services by such third party. (d) Based on the information provided to Seller by the Clients, Section 6.8(d) of the Seller Disclosure Schedule sets forth a list of each Client that is an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), and Seller does not have Knowledge of facts establishing that such information is not accurate. (e) Except as set forth on Section 6.8(e) of the Seller Disclosure Schedule, Seller has not received any oral or written notice that any Client or Intermediary (or a Person that has discretionary authority over the assets of a Client or Intermediary) is (i) terminating or planning to terminate its relationship with Seller, (ii) proposing a material reduction in any fee rate under any Client Contract or Intermediary Contract, or (iii) planning to withdraw its assets under management with Seller by more than five (5%) percent from the level at the date of notification. (f) Set forth on Section 6.8(f) of the Seller Disclosure Schedule is, with respect to each Investment Adviser, a complete and accurate list, identified by account number, of each Client or group of Clients, as of March 31, 2013, that has since that date (i) terminated its relationship with such Investment Adviser, (ii) reduced its assets under management with Seller by more than five (5%) percent from the level at March 31, 2013 or (iii) reduced the maximum amount of assets under management with Seller (based on its quarter-end balances) since June 30, 2012. (g) Seller has never been responsible for providing, in connection with the Investment Accounts, and Seller does not provide in connection with such Investment Accounts, to any Client or Intermediary, any advice or services with respect to market timing trading in violation of stated policies and/or guidelines of any investment company registered under the Investment Company Act regarding frequency of trading or late trading of shares of any investment company registered under the Investment Company Act. (h) None of the Clients for which Seller acts as Investment Adviser is registered under the Investment Company Act. (i) Section 6.8(i) of the Seller Disclosure Schedule sets forth, a list of all Investment Advisers and each jurisdiction in which such Investment Adviser is registered as an investment adviser representative (as such term is defined in Rule 203A-3(a) under the Advisers Act). (j) With respect to the Business, neither Seller nor any of the Transferred Employees is required to be registered as a broker or dealer, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person of a broker dealer or an insurance agent with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the National Association of Securities Dealers or the securities or insurance commission of any foreign, federal, state or local jurisdiction or any self-regulatory body. (k) The only place of business (within the meaning of Rule 203A-3(b) under the Investment Advisers Act) of Seller with respect to the Business is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (l) Neither Seller nor, to Sellers’ Knowledge, any Client has requested or obtained or relies upon any exemptive order or no-action relief from any Laws with respect to any Client relationship. Seller does not have any requests pending for any such orders or relief.

Material Clients. (a) Section 6.8(a) of the Seller Disclosure Schedules sets forth a complete and accurate list, as of the Execution Date, of: (i) all Material Clients of the Business; (ii) all related Investment Accounts and related account numbersnumbers for Material Clients; (iii) for each such Investment Account, on an account-by-account basis, the aggregate market value of the assets under management and the Fee Rate, and (iv) the aggregate value of the assets under management for all such Investment Accounts. (b) Each Client Contract and Intermediary Contract (i) is a valid and legally binding agreement, enforceable against Seller and, to the Knowledge of Seller, each other party thereto, subject to limitations imposed by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the rights and remedies of creditors generally and to general principles of equity, (ii) is in all material respects in compliance with applicable Laws and (iii), ) except as indicated on Section 6.8(b) of the Seller Disclosure Schedules, does not require the affirmative consent of the Client or Intermediary for the assignment or transfer to Purchaser. (c) Seller is not in material default in the observance or the performance of any material term or obligation to be performed by it under any Client Contract or Intermediary Contract. Except for the accounts receivable of the Business consisting of the Client payment delinquencies as of November 1, 2013 set forth on Section 6.8(c) of the Seller Disclosure Schedule, to the Knowledge of Seller, no No other Person is in material default in the observance or the performance of any material term or obligation to be performed by it under any Client Contract or Intermediary Contract. No Investment Account is in material violation of an investment policy or guideline for which violation Seller is responsible. There are no agreements by Seller to rebate or reduce fees or expenses or to reimburse any or all fees of, or to reduce or rebate a performance allocation or provide special redemption rights, preferential or “most favored client” treatment for, any Client or Intermediary. There are no written agreements (other than the Intermediary Contracts) pursuant to which Seller is or may be obligated to pay to any Person a finder’s, referral, placement or solicitation fee, or compensation or fee with respect to assets of any Client or Intermediary. Except as , except for the Solicitation Agreements set forth on in Section 1.1(b) 6.9 of the Seller Disclosure Schedules, there are no third party financial advisors, including any sponsor Schedules and the Employment Agreement of a Wrap Program, for whom Seller has agreed in writing to provide investment advisory services in connection with the provision of investment advisory services by such third party. (d) Based on the information provided to Seller by the Clients, Section 6.8(d) of the Seller Disclosure Schedule sets forth a list of each Client that is an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), and Seller does not have Knowledge of facts establishing that such information is not accurate. (e) Except as set forth on Section 6.8(e) of the Seller Disclosure Schedule, Seller has not received any oral or written notice that any Client or Intermediary (or a Person that has discretionary authority over the assets of a Client or Intermediary) is (i) terminating or planning to terminate its relationship with Seller, (ii) proposing a material reduction in any fee rate under any Client Contract or Intermediary Contract, or (iii) planning to withdraw its assets under management with Seller by more than five (5%) percent from the level at the date of notification. (f) Set forth on Section 6.8(f) of the Seller Disclosure Schedule is, with respect to each Investment Adviser, a complete and accurate list, identified by account number, of each Client or group of Clients, as of March 31, 2013, that has since that date (i) terminated its relationship with such Investment Adviser, (ii) reduced its assets under management with Seller by more than five (5%) percent from the level at March 31, 2013 or (iii) reduced the maximum amount of assets under management with Seller (based on its quarter-end balances) since June 30, 2012. (g) Seller has never been responsible for providing, in connection with the Investment Accounts, and Seller does not provide in connection with such Investment Accounts, to any Client or Intermediary, any advice or services with respect to market timing trading in violation of stated policies and/or guidelines of any investment company registered under the Investment Company Act regarding frequency of trading or late trading of shares of any investment company registered under the Investment Company Act. (h) None of the Clients for which Seller acts as Investment Adviser is registered under the Investment Company Act. (i) Section 6.8(i) of the Seller Disclosure Schedule sets forth, a list of all Investment Advisers and each jurisdiction in which such Investment Adviser is registered as an investment adviser representative (as such term is defined in Rule 203A-3(a) under the Advisers Act). (j) With respect to the Business, neither Seller nor any of the Transferred Employees is required to be registered as a broker or dealer, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person of a broker dealer or an insurance agent with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the National Association of Securities Dealers or the securities or insurance commission of any foreign, federal, state or local jurisdiction or any self-regulatory body. (k) The only place of business (within the meaning of Rule 203A-3(b) under the Investment Advisers Act) of Seller with respect to the Business is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (l) Neither Seller nor, to Sellers’ Knowledge, any Client has requested or obtained or relies upon any exemptive order or no-action relief from any Laws with respect to any Client relationship. Seller does not have any requests pending for any such orders or relief.identified in Section 6.1(b)