Investment Advisory Matters. (i) First Foundation Advisors, a Subsidiary of the Company (the “Company Investment Adviser”), is as an investment adviser under the Investment Advisers Act of 1940 (the “Investment Advisers Act”) and is currently operating, and has operated since January 1, 2021, in compliance in all material respects with all Laws and Orders applicable to it or its business and has, and is acting in compliance with, 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. There is no investigation or audit pending or threatened in writing by any Governmental Authority, or any legal or regulatory proceeding, in each case, alleging that the Company Investment Adviser has failed to comply with applicable Law in any material respect. There is no material deficiency, violation or exception claimed or asserted in writing by any Governmental Authority with respect to any examination of the Company Investment Adviser that has not been resolved, except for a deficiency, violation or exception that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(ii) (A) each officer, director and employee of the Company Investment Adviser is, and at all times required by applicable Law since January 1, 2021 has been, duly registered, licensed or qualified as an investment adviser, relying adviser or investment adviser representative, as applicable, in each jurisdiction where the conduct of its business requires such registration, licensing or qualification; (B) there is no, and since January 1, 2021, has not been any, legal or regulatory proceeding pending or, to the knowledge of the Company, threatened in writing that would reasonably be likely to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any such material registrations, licenses, qualifications or authorizations and (C) except for the Company Investment Adviser, neither the Company nor any of its Subsidiaries provides investment management, investment advisory services or sub-advisory services, or any other services that involve acting as an “investment adviser” within the meaning of the Investment Advisers Act, and performing ancillary services and activities related or incidental thereto (together, “Investment Advisory Services”) to any person is, or at any time has be...
Investment Advisory Matters. (i) No Company Insurance Subsidiary maintains any separate account or accounts.
(ii) Each of the Company Insurance Subsidiaries is treated for federal tax purposes as the owner of the assets underlying the respective life insurance policies and annuity contracts issued, entered into or sold by it.
(iii) Neither the Company nor any of its Subsidiaries conducts activities of or is otherwise deemed under applicable law to control an "investment adviser," as such term is defined in Section 2(a)(20) of the Investment Company Act of 1940 (the "1940 Act"), whether or not registered under the Investment Advisers Act of 1940, as amended, of any Person required to be registered under the 1940 Act, except that the Company has an indirect 50% general partnership interest in Pacholder & Company ("Pacholder"), which advises one registered investment company. Neither the Company nor any of its Subsidiaries is an "investment company" as defined in the 1940 Act, and neither the Company nor any of its Subsidiaries is a promoter (as such term is defined in Section 2(a)(30) of the 1940 Act) of any Person thax xx xxxh an investment company.
(iv) Neither the Company nor any of its Subsidiaries conducts activities of, controls, owns more than a 20% interest in, or is deemed under applicable law to control any Person that is, an investment adviser as defined in the Investment Advisers Act of 1940, as amended (whether or not registered under such Act), other than Pacholder (which has no clients other than Pacholder Fund, Inc.), Pacholder Associates, Inc., Falcon Asset Management Inc. and USF&G Realty Advisers, Inc. (together, the "Asset Management Subsidiaries").
Investment Advisory Matters. (a) Except as would not reasonably be expected, either individually or in the aggregate, to be material to SASR and its Subsidiaries, taken as a whole, each Subsidiary of SASR that provides investment management, investment advisory or sub-advisory services (including management and advice provided to separate accounts and participation in wrap fee programs) that involve acting as an “investment adviser” (within the meaning of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”)) (“Investment Advisory Services”) and that is required to register with the SEC as an investment adviser under the Investment Advisers Act (each such Subsidiary, a “SASR Advisory Entity”), is, and since January 1, 2021 has been, at all times required by applicable law, duly registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 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 for the SASR Advisory Entities, neither SASR nor any of its Subsidiaries is required to be registered under the Investment Advisers Act or any similar law in any jurisdiction.
(b) The current Form ADV of each SASR Advisory Entity is, and any amended versions of such forms of each SASR Advisory Entity filed before the Closing Date will be at the time of filing, in compliance in all material respects with the applicable requirements of the Investment Advisers Act and the rules promulgated thereunder, and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except as would not reasonably be expected, either individually or in the aggregate, to be material to SASR and its Subsidiaries, taken as a whole .
(c) With respect to the SASR Advisory Entities, except as would not reasonably be expected, either individually or in the aggregate, to be material to SASR and its Subsidiaries, taken as a whole, (i) none of the SASR Advisory Entities or their respective control persons, partners, directors, officers, or employees (other than employees whose functions are solely clerical or ministerial), nor any pers...
Investment Advisory Matters. (a) The Purchaser has adopted a formal code of ethics, a written policy regarding insider trading and othex xxxxxxxx xxx procedures required to be adopted under Rule 206(4)-7 under the Advisers Act and, with respect to such code of ethics, Rule 17j-1 under the Investment Company Act. Such code of ethics complies in all material respects with Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. There have been no material violations of such code of ethics, and the Purchaser has not received a written notice from any Governmental Authority (i) asserting any material violation of such codes of ethics or (ii) indicating that the Purchaser is under any investigation by any Governmental Authority for any alleged violation of such code of ethics. The policies and procedures of the Purchaser with respect to avoiding conflicts of interest, or the conflicts of interest that exist, as the case may be, are described in its most recent Form ADV (or incorporated by reference therein), as amended. As of the date of this Agreement, there have been no material violations of such policies.
(b) None of the Purchaser or any other Person “associated” (as defined under the Advisers Act) with the Purchaser: (i) is ineligible under the Advisers Act to serve as a Person associated with a registered investment adviser, and (ii) has been convicted of any crime or is or has been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act, and to the Purchaser’s knowledge, there is no basis for any such disqualification, denial, suspension or revocation.
(c) None of the Purchaser or any of the directors, officers or employees of the Purchaser, is subject to any cease and desist, censure or other disciplinary or similar order issued by, or is a party to any written agreement, consent agreement, memorandum of understanding or disciplinary agreement with, or is a party to any commitment letter or similar undertaking to, or subject to any order or directive by, or a recipient of any supervisory letter from, any governmental authority that would impair the ability of Purchaser to carry out its obligations under this Agreement.
(d) The Purchaser and each of its directors, officers and employees has complied in all material respects with, and has not been and is not now in violation in any material respect of, Applicable Law, except for violations, i...
Investment Advisory Matters. (a) The Purchaser is, or before the First Closing will be, duly registered as an investment adviser under the Investment Advisers Act and all other applicable laws. The Purchaser is, or before the Second Closing will be, duly registered as a broker-dealer under the Exchange Act and all other applicable laws.
(b) Without limiting the generality of Section 4.6(a), except as set forth on Schedule 4.6, the Purchaser and each of the ------------ Purchaser's officers and employees who is required to be registered as an investment adviser, a broker-dealer, an investment adviser's or broker-dealer's agent or representative, a principal or an associated person of an investment adviser or broker-dealer or in any other similarly designated position, with the SEC, the securities commission of any state or any self-regulatory organization is or by the First Closing will be duly registered as required and each such registration is or will be in full force and effect.
(c) The accounts of each Client subject to ERISA have been managed by the Purchaser in compliance with the applicable requirements of ERISA, and consummation of the transactions described herein will not result in a violation of such ERISA requirements.
(d) Neither the Purchaser nor, to the Best Knowledge of Purchaser, any "person associated with an investment adviser' (as that term is defined in the Investment Advisers Act) with regard to the Purchaser has, during the period of not less than ten (10) years prior to the date hereof, been convicted of any crime or is or has been subject to any disqualification 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 Rule 206(4)-4(b) thereunder or for disqualification as an investment adviser for any investment company pursuant to Section 9 of the Investment Company Act, and to the Best Knowledge of Purchaser, there is no basis for, or proceeding or investigation that is reasonably likely to become a basis for, any such disqualification, denial, suspension or revocation.
(e) Neither the Purchaser nor, to the Best Knowledge of Purchaser, any "person associated with broker or dealer" (as that term is defined in the Exchange Act) with regard to the Purchaser has, during the period of not less than five years prior to the date hereof, been convicted of any crime or is or has been subject to any disqualification that would be a basis for denial, suspension or revocati...
Investment Advisory Matters. (a) Each of the Adviser Entities is and since January 1, 2019 has been duly registered as an investment adviser under the Advisers Act and under all other applicable
Investment Advisory Matters. (i) First Foundation Advisors, a Subsidiary of the Company (the Company Investment Adviser), is as an investment adviser under the Investment Advisers Act of 1940 (the Investment Advisers Act) and is currently operating, and has operated since January 1, 2021, in compliance in all material respects with all Laws and Orders applicable to it or its business and has, and is acting in compliance with, 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. There is no investigation or audit pending or threatened in writing by any Governmental Authority, or any legal or regulatory proceeding, in each case, alleging that the Company Investment Adviser has failed to comply with applicable Law in any material respect. There is no material deficiency, violation or exception claimed
Investment Advisory Matters. (a) The Purchaser is, or before the Closing will be, duly registered as an investment adviser under the Investment Advisers Act and all other applicable Laws.
(b) Without limiting the generality of Section 4.6(a), except as set forth on Schedule 4.6, the Purchaser and each of the Purchaser's ------------ officers and employees who is required to be registered as an investment adviser, an investment adviser's agent or representative, a principal or an associated person of an investment adviser or in any other similarly designated position, with the SEC, the securities commission of any state or any self- regulatory organization is or by the Closing will be, duly registered as required and each such registration is or will be in full force and effect.
(c) The accounts of each Client subject to ERISA have been managed by the Purchaser in compliance with the applicable requirements of ERISA, and consummation of the transactions described herein will not result in a violation of such ERISA requirements.
(d) Neither the Purchaser nor, to the Best Knowledge of Purchaser, any "person associated with an investment adviser" (as that term is defined in the Investment Advisers Act) with regard to the Purchaser has, during the period of not less than ten (10) years prior to the date hereof, been convicted of any crime or is or has been subject to any disqualification 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 Rule 206(4)-4(b) thereunder or for disqualification as an investment adviser for any investment company pursuant to Section 9 of the Investment Company Act, and to the Best Knowledge of Purchaser, there is no basis for, or proceeding or investigation that is reasonably likely to become a basis for, any such disqualification, denial, suspension or revocation.
Investment Advisory Matters. (a) Except for the Investment Adviser with respect to the Private Funds, neither the Company nor any Company Subsidiary acts as investment adviser, general partner, managing member, sponsor, commodity pool operator or commodity trading advisor to any other pooled investment vehicle on the date hereof. The Investment Adviser does not have any investment advisory clients in the United States other than the Private Funds, does not have an investment adviser-client relationship with any investor in the Private Funds, and does not advise any investment companies that are registered or required to be registered pursuant to the U.S. Investment Company Act.
(b) To the knowledge of the Company, since January 1, 2020, the Investment Adviser has obtained the requisite consent from the applicable investor advisory committee or from individual investors, in all instances where such consent was required by the Fund Documents, except in each case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(c) The Company has provided the Purchaser with true and complete copies of all written correspondence with the SEC, the United States Commodity Futures Trading Commission (“CFTC”), National Futures Association (“NFA”), or any other Governmental Entity related to the Investment Adviser or any Private Fund since January 1, 2020. With respect to any material written report of, or correspondence regarding, any examination (including any deficiency letter), inspection or investigation of the Investment Adviser or any Private Fund issued by any SEC, the CFTC, NFA, or any other Governmental Entity since January 1, 2020, to the knowledge of the Company, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no Governmental Entity has informed the Investment Adviser or any Private Fund that (i) any material deficiencies or violations noted in such examination, inspection or investigation have not been resolved to the satisfaction of such Governmental Entity or (ii) that such Governmental Entity intends to take further action on any such matter.
(d) The shares or ownership interests of the Private Funds were not offered pursuant to any public offering or any other form of general solicitation or general advertising.
(e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect...
Investment Advisory Matters. Section 4.8(a) of the Seller Disclosure Letter sets forth a list of each Relevant Company that is a registered investment adviser under the Investment Advisers Act or similar Applicable Legal Requirements (the “IA Entities”), indicating for each IA Entity the relevant investment adviser registrations held by it. Each IA Entity is, and since the Lookback Date (as required by the Investment Advisers Act or similar Applicable Legal Requirements) has been, duly registered as an investment adviser in accordance therewith. Each IA Entity has in effect, and since the Lookback Date (as required by Applicable Legal Requirements) has had in effect, compliance policies and procedures required by the Investment Advisers Act and similar Applicable Legal Requirements, and has designated and approved an appropriate chief compliance officer in accordance with Rule 206(4)-7 of the Investment Advisers Act. Copies of all such compliance policies and procedures that are in effect as of the date of this Agreement have been provided or made available to Buyer. All such compliance policies and procedures comply in all material respects with Applicable Legal Requirements, including Sections 204A and 206 of the Investment Advisers Act. The Company has provided Buyer with a copy of all SEC inspection or examination disposition letters, and each IA Entity’s response to each such letter, received or sent since the Lookback Date.
