Advisory Clients. (i) All performance information provided, presented or made available by the Transferred Entities to any Advisory Client or potential Advisory Client has complied in all material respects with applicable Laws; (ii) the Transferred Entities maintain all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by applicable Laws; and (iii) any investment performance earned by any Person at a firm other than one of the Transferred Entities and presented by a Transferred Entity as its investment performance has complied in all material respects with applicable Laws and any interpretations thereof by any applicable Government Entity.
(b) Since January 1, 2005, each account of an Advisory Client has been operated in all material respects in compliance with the terms of the relevant Contract under which a Transferred Entity acts as an investment adviser or sub-adviser to, or manages any investment or trading account of, such Advisory Client.
(c) Since January 1, 2005, for each account of any Advisory Client maintained by a Transferred Entity or any Fund, and in both cases only where a Transferred Entity is responsible for pricing, there has existed no material unremedied “out of balance” condition, pricing error or similar condition.
(d) The Transferred Entities that are registered investment advisers have adopted and implemented procedures or practices for the allocation of securities purchased for its Advisory Clients that comply in all material respects with applicable Laws.
Advisory Clients. (a) In the past three years, each account of an Advisory Client has been operated in compliance with the terms of the relevant Contract under which the Xxx Xxxxxx Business acts as an investment adviser or sub-adviser to, or manages any investment or trading account of, such Advisory Client, except for such matters as would not reasonably be expected to have a Xxx Xxxxxx Material Adverse Effect.
(b) In the past three years, for each account of any Advisory Client maintained by the Xxx Xxxxxx Business or any Fund, and in both cases only where the Xxx Xxxxxx Business is responsible for pricing, there has existed no unremedied “out of balance” condition, pricing error or similar condition, except for such matters as would not reasonably be expected to have a Xxx Xxxxxx Material Adverse Effect.
(c) The Transferred Entities that are investment advisers registered under the Investment Advisers Act have adopted and implemented procedures or practices for the allocation of securities purchased for its Advisory Clients that comply with the Investment Advisers Act and other applicable Law in all material respects.
Advisory Clients. The Dealer Manager acknowledges that Dealer is also an investment advisor providing investment advisory and non-discretionary investment management services to certain of its customers (“Advisory Clients”) that may become stockholders in the Company. The Dealer Manager agrees that Dealer shall have the right, but not the obligation, to promote and market, and to introduce Advisory Clients to, the Company subject to the provisions of this Agreement.
Advisory Clients. As promptly as reasonably practicable, each Advisory Entity shall notify each of its Advisory Clients of the transactions contemplated by the Transaction and with the Buyer, use commercially reasonable efforts to obtain, prior to the Closing Date, any necessary consent of each Advisory Client to the “assignment” (as such term is used in the Investment Company Act) of its Investment Advisory Contract resulting from each completion of the transactions contemplated by the Transaction. Buyer agrees that the Advisory Entity may obtain such consent by (a) requesting written consent as aforesaid, (b) informing such Advisory Client at least forty-five (45) days prior to the Closing Date of (i) such Advisory Entity’s intention to “assign” such Investment Advisory Contract by completing the Transaction, (ii) such Advisory Entity’s intention to continue the advisory services provided pursuant to the existing Investment Advisory Contract with such Advisory Client after the Closing Date if such Advisory Client does not terminate such Investment Advisory Contract prior to the Closing Date and (iii) that the consent of such Advisory Client will be implied if such client continues to accept such advisory services for at least thirty (30) days after receipt of such notice without termination and (c) not receiving from such Advisory Client prior to the Closing Date an oral or written indication of an intent to terminate such Investment Advisory Contract or otherwise withhold consent. Each of the Advisory Entities and Buyer shall cooperate and consult with each other regarding all written communications concerning the obtaining of such consents and all such communications shall be subject to the review and consent of Buyer, such consent not to be unreasonably withheld. Sellers and Buyers shall each bear fifty percent (50%) of the cost of all such notices.
Advisory Clients. (a) Except as would not be material to the Company and its Subsidiaries, taken as a whole, (i) neither the Company nor any Subsidiary of the Company provides, nor has provided since the date that was three years prior to the date hereof, Investment Advisory Services to any unaffiliated Person other than an Advisory Client pursuant to written Advisory Contracts, (ii) each Advisory Contract includes all provisions required by, and has been performed in accordance with, the Advisers Act and all other requirements under Securities Laws applicable to the Company Adviser in all material respects and (iii) each Advisory Client’s account is being managed and has been managed since the date that was three years prior to the date hereof, in material compliance with applicable Securities Laws, the Advisory Client’s respective Advisory Contract and the Advisory Client’s written investment objectives, policies and restrictions, in each case in all material respects.
(b) Except as identified in Section 3.13(b)(i) or (ii) of the Company Disclosure Schedule, (i) no Advisory Client is a “benefit plan investor” as defined in Section 3(42) of ERISA (any such Advisory Client, a “Company ERISA Client”), and (ii) in connection with the management and operation of any Advisory Contract with an Advisory Client that is a “governmental plan” (as defined in Section 3(32) of ERISA) (a “Governmental Plan”) or any Company Fund in which a Governmental Plan invests, the Company Adviser is not subject to, and has not agreed to comply with, any laws, regulations, or rules substantially similar to the fiduciary responsibility provisions or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code (“Similar Laws” and any such Advisory Client, a “Company Similar Law Client”). The Company Adviser is not precluded from acting as a “fiduciary” (as defined in Section 3(21) of ERISA) by operation of Section 411 of ERISA. Each Company ERISA Client and Company Similar Law Client identified in Section 3.13(b)(i) and Section 3.13(b)(ii), respectively, of the Company Disclosure Schedule has, within the last six years, been managed or advised by the Company Adviser, in all material respects, in compliance with (i) in the case of any Company ERISA Client, the applicable provisions of ERISA and/or Section 4975 of the Code, and (ii) in the case of any Company Similar Law Client, the applicable provisions of Similar Law. There is no pending audit or investigation by the IRS, the D...
Advisory Clients. 4.19.1. Exhibit A lists all persons to which the Target Entities provide investment advisory (including sub-advisory), investment management or portfolio management services as of the Signing Date.
4.19.2. An Existing Advisory Contract has been in full force and effect at all times that any Business Group Company was performing any investment management, portfolio management, advisory or sub-advisory services for (or otherwise managing) any Advisory Clients.
4.19.3. No Advisory Client (pursuant to its constituent documents, offering documents, investment management agreements or side letter) prevents or restricts any Target Entity from launching a similar Advisory Client, other than any restriction that has expired prior to Closing or that is related to minimum level of requisite involvement by key persons.
4.19.4. No Advisory Client is subject to any priority or exclusivity arrangements with respect to the allocation of investment opportunities.
4.19.5. The Business Group Companies maintain all documentation necessary to form the basis of, demonstrate or recreate the calculation of, the performance or rate of return of all Advisory Clients in respect of the Business as shown in the offering documents or as required by applicable Legal Requirements.
4.19.6. To the extent required to be prepared and so prepared, the audited balance sheet of each Advisory Client as of such Person’s most recent fiscal year and the related financial statements for such year, as reported by such Person’s independent auditors, (i) has been provided or made available to the Buyer, (ii) has been prepared in accordance with the Advisory Client’s governing documents, which has been consistently applied except as otherwise disclosed therein, and (iii) presents fairly in all material respects the financial position and other financial results of such Advisory Client at the dates and for the periods stated therein. There has been no event, occurrence or change since the date of each such financial statement that would reasonably be expected to result in a material and adverse effect on the financial condition of such Advisory Client.
4.19.7. Except as set forth in Section 4.19.7 of the Disclosure Letter, as of the Signing Date, to the Actual Knowledge of the Seller, there are no material controversies or disagreements between a Business Group Company and any Advisory Client or any investor in an Advisory Client.
4.19.8. Except as set forth in Section 4.19.8 of the Disclosure Letter, no...
Advisory Clients. (a) Section 3.12 of the Company Disclosure Schedule sets forth a true and complete list as of the Base Date of (a) each Advisory Client (on a no-names basis), including whether such Advisory Client is a Patriot Registered Fund, Patriot Private Fund, Advised Client or Separate Account Client, (b) with respect to each Advisory Client, the dollar amount of assets under management by the Company, (c) with respect to each Advisory Client, the stated fee rate payable to the Company pursuant to the Advisory Contract of such Advisory Client as of the Base Date (provided that in the event that the stated fee rate payable pursuant to any such Advisory Contract differs depending on the amount of assets under management, Section 3.12 of the Company Disclosure Schedule sets forth each of the stated fee rates under such Advisory Contract and the amount of assets under management to which such stated fee rate relates), excluding any performance-based or similar fee, but taking into account, any fee or expense waiver, rebate or cap, reimbursement obligation or similar offset, and (d) the terms of any fee or expense waiver, rebate or cap, reimbursement obligation or similar offset provided to any Advisory Client. Each Advisory Contract complies in all material respects with applicable Laws and has been performed by the Company in all material respects in accordance with the terms thereof and applicable Laws.
(b) Since January 1, 2016, any brokerage policies employed by the Company have at all times been in conformity with the description set forth in the Form ADV and, as applicable, the Prospectus of each Patriot Fund, and since January 1, 2016, the only products or services obtained by a Company Adviser through the use of brokerage commissions have been “brokerage and research” services within the meaning of § 28(e) of the Exchange Act and the SEC and SEC staff interpretations thereunder, other than exceptions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Except as set out on Section 3.12(c) of the Company Disclosure Schedule, (i) no Advised Client or Separate Account Client has identified itself to the Company as a “benefit plan investor” as defined in Section 3(42) of ERISA, (ii) no Patriot Private Fund is a “benefit plan investor” as defined in Section 3(42) of ERISA and (iii) no Advisory Client is a “benefit plan investor” as defined in Section 3(42) of ERISA but is an entity to which Section 40...
Advisory Clients. 5.15.1. Section 5.15.1 of the Company Disclosure Letter lists each Public Fund as of the date hereof and provides a brief description of the strategy thereof.
5.15.2. Exhibit E attached hereto sets forth, as of the Base Date (a) a complete and accurate list of each Advisory Client (including Private Funds), (b) whether such Advisory Client is a Public Fund, Private Fund, non-U.S. Client or SMA Client, (c) the Base Date Assets Under Management for each such Advisory Client, (d) the effective gross management fee rate payable as of the Base Date by each such Advisory Client under the applicable Advisory Contract, (e) any contractual waiver applicable to each such Advisory Client, (f) whether such Advisory Client is an Affiliate Client, and (g) except for each Advisory Client of the Company’s Strategic Advisory business, the type of consent required to be obtained in respect of such Advisory Client as a result of the change of control of the Company. In addition, Exhibit E attached hereto sets forth a true and correct calculation of the Base Date Revenue Run Rate. None of the Advisory Clients required to be listed in Exhibit E attached hereto has given written notice to the Group Companies within the past year prior to the date of this Agreement that it intends to terminate or materially reduce its investment relationship with the Group Companies or to adjust the fee schedule in its Advisory Contract. Except as set forth in Section 5.15.2 of the Company Disclosure Letter, none of the Company’s template Advisory Contracts with respect to each Person who is a client of the Company’s Strategic Advisory business requires the Company to obtain written consent to the “assignment” (as defined in the Advisers Act) of such Advisory Contract. For the avoidance of doubt, template Advisory Contracts means all forms of Advisory Contracts that have been used over time with respect to the Company’s Strategic Advisory business.
5.15.3. With respect to each Public Fund and each Private Fund:
(a) Since January 1, 2018, each Advisory Contract has been performed in all material respects in accordance with its terms and all Legal Requirements, including applicable Securities Laws, by the Group Companies. To the Knowledge of the Company, no Advisory Client is in default of any material obligation (including any economic obligation) under any of its Advisory Contracts.
(b) Except for those Private Funds for which the Company serves as manager as of the date hereof, there are no poo...
Advisory Clients. 5.15.1. Section 5.15 of the Company Disclosure Letter lists each Advisory Client as of the Signing Date.
5.15.2. The Base Date Revenue Run Rate set forth on Exhibit F is true and correct, has been prepared in good faith and is based on assumptions that the Group Companies believe in good faith to be reasonable.
5.15.3. To the extent required to be prepared, the audited balance sheet of each Landmark Advisory Client as of such Landmark Advisory Client’s most recent fiscal year and the related financial statements for such year, as reported by such Landmark Advisory Client’s independent auditors, (a) have been provided to the Buyer, (b) have been prepared in accordance with GAAP, which has been consistently applied except as otherwise disclosed therein, and (c) present fairly in all material respects the financial position and other financial results of such Landmark Advisory Client at the dates and for the periods stated therein. Each audited financial statement from a Landmark Advisory Client is accompanied by an unqualified opinion from the applicable independent auditor. There has been no event, occurrence or change since the dates of such financial statements that would reasonably be expected to result in a material and adverse effect on the financial condition of any Landmark Advisory Client. Since January 1, 2017, all financial statements of each Landmark Advisory Client that were required to be prepared for such Landmark Advisory Client either by the offering materials relating to such Landmark Advisory Client or such Landmark Advisory Client’s Organizational Documents or Legal Requirements have been duly and timely prepared.
5.15.4. As of the Signing Date, no Group Company has received any notice from any Advisory Client (or any Person that has discretionary authority over the assets of an Advisory Client) indicating its intention to terminate its Advisory Contract. To the Knowledge of the Group Companies there are no material controversies or disagreements between an RIA and any Advisory Client or any investor in an Advisory Client.
Advisory Clients. (i) Section 4.11(a) of the Seller Disclosure Schedule sets forth, as of the Base Date: (A) a complete and correct list of each Advisory Agreement, and the name of each Advisory Client for which Adviser is the investment adviser or sub-adviser thereunder; (B) the Base Date Assets Under Management by Adviser for each Advisory Client; (C) the Base Date Revenue Run-Rate with respect to each such Advisory Client; and (D) the Applicable Fees payable to Adviser by each such Advisory Client (other than any Affiliate Advisory Client) under the applicable Advisory Agreement.
(ii) Since January 1, 2016, Adviser has provided its investment advisory services to each Advisory Client in material compliance with the Investment Advisers Act and the Investment Company Act, as applicable.
(iii) Each Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act.
