Investment Adviser Matters. (a) A copy of Part 1 and Part 2A of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services (the “Investment Adviser Subsidiary”) on file with the SEC as of the date of this Agreement (the “Form ADVs”), have been made available to Parent. The Form ADVs comply in all material respects with the applicable requirements of the Investment Advisers Act.
Investment Adviser Matters. (1) Each of Polaris and the Polaris Subsidiaries which is registered as an investment adviser with the SEC (each, a “Polaris Adviser”) has (i) adopted a formal code of ethics complying in all material respects with Rule 204A-1 under the Investment Advisers Act and, to the extent applicable, Rule 17j-1 under the Investment Company Act and (ii) adopted and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act). None of the Polaris Advisers nor any of their respective employees or persons “associated” (as defined in the Investment Advisers Act) with the Polaris Advisers is in material violation of such code of ethics or policies and procedures. Since June 30, 2014, there has been no noncompliance by the Polaris Advisers or any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to Polaris.
Investment Adviser Matters. Neither Sirius nor any of the Sirius Subsidiaries is, or on the Closing Date will be, required to be registered as an investment adviser under the Investment Advisers Act.
Investment Adviser Matters. (1) Each of Constellation and the Constellation Subsidiaries which is registered as an investment adviser with the SEC (each, a “Constellation Adviser”) has (i) adopted a formal code of ethics complying in all material respects with Rule 204A-1 under the Investment Advisers Act and (ii) adopted and implemented written policies and procedures that are reasonably designed to prevent and detect any material violations under applicable securities, commodities or other investment-related or trading-related laws (including the Investment Advisers Act). None of the Constellation Advisers nor any of their respective employees or persons “associated” (as defined in the Investment Advisers Act) with the Constellation Advisers is in material violation of such code of ethics or policies and procedures. Since June 30, 2014, there has been no noncompliance by the Constellation Advisers or any of their respective employees or associated persons with such code of ethics or policies and procedures, except for such matters that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect with respect to Constellation.
Investment Adviser Matters. Except as set forth on Section 5.18 of the EFC Disclosure Schedule, neither EFC Inc. nor any of the other Existing EFC Entities is, or is required to be, registered as an investment adviser under the Investment Advisers Act or the Laws of any other jurisdiction. Each officer or employee of any of the Existing EFC Entities who is required by reason of the nature of his employment by any of the Existing EFC Entities to be registered as an investment adviser representative with the SEC, the securities commission of any state or any self-regulatory body or other Governmental Entity, is duly registered or appointed as such, and such registration or appointment is in full force and effect. None of Edelman or the Existing EFC Entities nor, to the knowledge of the Edelman Parties, any other Person “associated” (as defined under the Investment Advisers Act) with any of the Existing EFC Entities, has been convicted of any crime or is or has engaged in any conduct that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Investment Advisers Act or would need to be disclosed pursuant to Rule 206(4)-4(b) thereunder, and to the knowledge of the Edelman Parties, there is no proceeding or investigation that is reasonably likely to become the basis for any such disqualification, denial, suspension or revocation. EFC Inc. has a written policy regarding xxxxxxx xxxxxxx and a code of ethics which complies in all material respects with applicable Laws, a copy of which has been delivered to SMH. All employees of the Existing EFC Entities have acknowledged that they are bound by the provisions of such code of ethics and xxxxxxx xxxxxxx policy. There have been no material violations or allegations of material violations of such code of ethics or xxxxxxx xxxxxxx policy during the twelve months preceding the date hereof.
Investment Adviser Matters. (a) The Company’s investment advisory Subsidiary, which is identified on Section 4.1(c) of the Company Disclosure Schedule (the “Company Investment Adviser”) is duly registered under the Advisers Act as an investment adviser with the SEC, and is in compliance in all material respects with the applicable provisions of the Advisers Act. Neither the Company nor any of its Subsidiaries, other than the Company Investment Adviser, is a registered investment adviser, is required by the Advisers Act to be registered as an investment adviser thereunder or is required under the Laws of any state or other jurisdiction to be registered as an investment adviser. To the extent the Company or any of its Subsidiaries relies on (or has relied on) any statutory or regulatory exemption to avoid registration as an investment adviser with any Governmental Entity, the Company or its Subsidiary has taken all actions required pursuant to applicable Laws to claim and maintain such exemption.
Investment Adviser Matters. (a) Each of the Group Companies and, to the Knowledge of the Company, each of their respective officers and employees, who is required to be registered, licensed or qualified as (x) an investment adviser or (y) an investment adviser representative under the Investment Advisers Act or any applicable similar U.S. state securities law is registered, licensed or qualified as such, except where the failure to be so registered, licensed or qualified would be material to the Group Companies, taken as a whole.
Investment Adviser Matters. (a) During the three (3) year period prior to the date hereof, Company Financial Advisor and, to the Knowledge of the Company, each of its officers and employees, who is required to be registered, licensed or qualified as (i) an investment adviser or (ii) an investment adviser representative, in each case, under the Investment Advisers Act or any applicable similar U.S. state securities Law is registered, licensed or qualified as such, and all such registrations and licenses are in full force and effect. Company Financial Advisor is in compliance in all material respects with the applicable provisions of the Investment Advisers Act. As of the date hereof, to the Knowledge of the Company, Company Financial Advisor does not act (x) as an investment adviser to any non-U.S. Person or any Advisory Client outside the U.S. in a manner or to an extent that requires registration in any such jurisdiction, or (y) as an investment adviser (or, for the avoidance of doubt, a sub-adviser) to any pooled investment vehicle or fund, including any such vehicle or fund (A) excepted from the definition of “investment company” (as defined under the Investment Advisers Act) under Section 3(c)(1) or Section 3(c)(7) of the Investment Advisers Act, or (B) required to register as an “investment company” under the Investment Company Act.
Investment Adviser Matters. (a) National Asset Management, Inc. and Xxxxxxx Wealth Management, LLC (each, an “Adviser”) are, and have at all applicable times been, duly registered as investment advisers under the Advisers Act or any other Applicable Law. Each Adviser is, and has been at all applicable times, in compliance in all material respects with the Advisers Act and the rules thereunder. The Company has Made Available to BRF prior to the date of this Agreement a current version of each Adviser’s most recently filed Form ADV and each such Form ADV is in compliance in all material respects with the applicable requirements of the Advisers Act, and does not contain any untrue statement of a material fact (as of the time of filing of such Form ADV) or omit to state a material fact required to be stated therein. Other than the Advisers, no Subsidiary of the Company (i) provides investment advisory or investment management services to any Person (except to the extent any Broker-Dealer subsidiary provides services that are solely incidental to the conduct of such Broker-Dealer Subsidiary’s business as a broker or dealer and where such Broker-Dealer Subsidiary receives no special compensation in accordance with Section 202(a)(11)(C) of the Advisers Act) or (ii) is or has been required to be registered, licensed or qualified as an investment adviser (including as a “relying adviser”) under the Advisers Act or any other Applicable Law. Neither Adviser nor any Person “associated” (as defined in the Advisers Act) with any Adviser is ineligible or disqualified pursuant to Section 203 of the Advisers Act to serve as a registered investment adviser, and there is no Proceeding pending with, or to the Company’s Knowledge, threatened in writing by, any Governmental Authority, in each case which would reasonably be expected to become the basis for any such ineligibility or disqualification.
Investment Adviser Matters. (a) At least thirty (30) calendar days prior to the Effective Time, the Company shall cause each Adviser to deliver a written notice (the “Negative Consent Notice”) to each of its investment advisory clients requesting consent to the “assignment” (as such term is defined under the Investment Advisers Act) or deemed assignment of the investment advisory contract(s) between such Adviser and such client in connection with the Transactions, informing such client that consent in respect of such assignment will be deemed to have been granted if such client does not object in writing to the Adviser prior to the Effective Time or terminate the applicable advisory contract prior to a date specified in the Negative Consent Notice, which date shall be at least thirty (30) days from the date the Negative Consent Notice is transmitted or mailed or such other period as mutually agreed by BRF and the Company.
