Common use of Investment Advisor Subsidiaries Clause in Contracts

Investment Advisor Subsidiaries. (a) Certain of BancShares’ Subsidiaries provide investment management, investment advisory or sub-advisory services (including management and advice provided to separate accounts and participation in wrap fee programs) and are required to register with the SEC as an investment adviser under the Investment Advisers Act (each such Subsidiary, a “BancShares Advisory Entity”). Each BancShares Advisory Entity is registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2017 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses, exemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except in each case as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancShares. (b) The accounts of each advisory client of BancShares or its Subsidiaries, for purposes of the Investment Advisers Act, that are subject to ERISA have been managed by the applicable BancShares Advisory Entity in compliance with the applicable requirements of ERISA, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancShares. (c) None of the BancShares Advisory Entities nor any “person associated with an investment adviser” (as defined in the Investment Advisers Act) of any of them is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as a person associated with a registered investment advisor, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancShares.

Investment Advisor Subsidiaries. (a) Certain Each Subsidiary of BancShares’ Subsidiaries provide UMB that provides investment management, investment advisory or sub-advisory services (including management and advice provided to separate accounts and participation in wrap fee programs) and are that is required to register with the SEC as an investment adviser under the Investment Advisers Act (each such Subsidiary, a “BancShares UMB Advisory Entity”). Each BancShares Advisory Entity ) is registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2017 2022 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses, exemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except in each case as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesUMB. (b) The accounts of each advisory client of BancShares UMB or its Subsidiaries, for purposes of the Investment Advisers Act, that are subject to ERISA have been managed by the applicable BancShares UMB Advisory Entity in compliance with the applicable requirements of ERISA, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesUMB. (c) None of the BancShares UMB Advisory Entities nor nor, to the knowledge of UMB, any “person associated with an investment adviserwith” (as defined in the Investment Advisers Act) of any of them a UMB Advisory Entity is ineligible pursuant to Section 203 203(e) or (f) of the Investment Advisers Act to serve as an registered investment advisor or as a person associated with a registered investment advisor, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesUMB.

Investment Advisor Subsidiaries. (a) Certain IBKC has certain Subsidiaries that are registered, licensed or qualified, or are required to be registered, licensed or qualified, in connection with the provision of BancShares’ Subsidiaries provide investment management, investment advisory or sub-advisory services (including management and advice provided to separate accounts and participation in wrap fee programs) and are required to register with the SEC as an investment adviser under the Investment Advisers Act (each such Subsidiary, a an “BancShares IBKC Advisory EntitySubsidiary”). Each BancShares IBKC Advisory Entity Subsidiary is registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2017 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses, exemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except except, in each case case, as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesIBKC. (b) The accounts of each advisory client of BancShares IBKC or its Subsidiaries, for purposes of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), that are subject to ERISA have been managed by the applicable BancShares IBKC Advisory Entity Subsidiary in compliance with the applicable requirements of ERISA, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesIBKC. (c) None of the BancShares IBKC Advisory Entities Subsidiaries nor any person “person associated with an investment adviserassociated” (as defined in the Investment Advisers Act) of with any of them IBKC Advisory Subsidiaries is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as a person associated with a registered investment advisor, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesIBKC.

Investment Advisor Subsidiaries. (a) Certain First Horizon and certain of BancShares’ its Subsidiaries provide are registered, licensed or qualified, or are required to be registered, licensed or qualified, in connection with the provision of investment management, investment advisory or sub-advisory services (including management First Horizon and advice provided to separate accounts and participation in wrap fee programs) and are required to register with the SEC as an investment adviser under the Investment Advisers Act (each such Subsidiary, a “BancShares First Horizon Advisory EntitySubsidiary”). Each BancShares First Horizon Advisory Entity Subsidiary is registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2017 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses, exemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except except, in each case case, as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesFirst Horizon. (b) The accounts of each advisory client of BancShares First Horizon or its Subsidiaries, for purposes of the Investment Advisers Act, that are subject to ERISA have been managed by the applicable BancShares First Horizon Advisory Entity Subsidiary in compliance with the applicable requirements of ERISA, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesFirst Horizon. (c) None of the BancShares First Horizon Advisory Entities Subsidiaries nor any person “person associated with an investment adviserassociated” (as defined in the Investment Advisers Act) of with any of them First Horizon Advisory Subsidiaries is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as a person associated with a registered investment advisor, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesFirst Horizon.

Investment Advisor Subsidiaries. (a) Certain of BancShares’ CIT’s Subsidiaries provide investment management, investment advisory or sub-advisory services (including management and advice provided to separate accounts and participation in wrap fee programs) and are required to register with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) (each such Subsidiary, a “BancShares CIT Advisory Entity”). Each BancShares CIT Advisory Entity is registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2017 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses, exemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except in each case as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCIT. (b) The accounts of each advisory client of BancShares CIT or its Subsidiaries, for purposes of the Investment Advisers Act, that are subject to ERISA have been managed by the applicable BancShares CIT Advisory Entity in compliance with the applicable requirements of ERISA, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCIT. (c) None of the BancShares CIT Advisory Entities nor any “person associated with an investment adviser” (as defined in the Investment Advisers Act) of any of them is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as a person associated with a registered investment advisor, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCIT.

Investment Advisor Subsidiaries. (a) Certain Subsidiaries of BancShares’ Subsidiaries provide Company are registered, licensed or qualified, or are required to be registered, licensed or qualified, in connection with the provision of investment management, investment advisory or sub-advisory services (including management Company and advice provided to separate accounts and participation in wrap fee programs) and are required to register with the SEC as an investment adviser under the Investment Advisers Act (each such Subsidiary, a “BancShares Company Advisory EntitySubsidiary”). Each BancShares Company Advisory Entity Subsidiary is registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2017 2020 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses, exemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except except, in each case case, as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCompany. (b) The accounts of each advisory client of BancShares Company or its Subsidiaries, for purposes of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), that are subject to ERISA and/or Section 4975 of the Code have been managed by the applicable BancShares Company Advisory Entity Subsidiary in compliance with the applicable requirements of ERISAERISA and Section 4975 of the Code, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCompany. (c) None of the BancShares Company Advisory Entities Subsidiaries nor any person “person associated with an investment adviserassociated” (as defined in the Investment Advisers Act) of with any of them Company Advisory Subsidiaries is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as a person associated with a registered investment advisor, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCompany.

Investment Advisor Subsidiaries. (a) Certain Cadence has certain Subsidiaries that are registered, licensed or qualified, or are required to be registered, licensed or qualified, in connection with the provision of BancShares’ Subsidiaries provide investment management, investment advisory or sub-advisory services (including management and advice provided to separate accounts and participation in wrap fee programs) and are required to register with the SEC as an investment adviser under the Investment Advisers Act (each such Subsidiary, a “BancShares Cadence Advisory EntitySubsidiary”). Each BancShares Cadence Advisory Entity Subsidiary is registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2017 2019 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses, exemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except except, in each case case, as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCadence. (b) The accounts of each advisory client of BancShares Cadence or its Subsidiaries, for purposes of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), that are subject to ERISA have been managed by the applicable BancShares Cadence Advisory Entity Subsidiary in compliance with the applicable requirements of ERISA, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCadence. (c) None of the BancShares Cadence Advisory Entities Subsidiaries nor any person “person associated with an investment adviserassociated” (as defined in the Investment Advisers Act) of with any of them Cadence Advisory Subsidiaries is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as a person associated with a registered investment advisor, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on BancSharesCadence.