Expense Sharing Agreement
AGREEMENT made this 18th day of August, 2010 between The Xxxxxxx Xxxxx Group,
Inc. ("Xxxxxxx"), a Delaware corporation and Epoch Securities, Inc., a
Delaware corporation ("Epoch").
WHEREAS, Xxxxxxx is the ultimate parent company of Epoch;
WHEREAS, Epoch is registered as a broker-dealer with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 and is a member
of the Financial Industry Regulatory Authority, Inc. ("FINRA");
WHEREAS, Epoch is responsible for the continued compliance by itself and its
associated persons with FINRA rules and Federal and state securities laws and
is required by FINRA rules to maintain fidelity bond coverage with respect to
itself and its associated persons; and
WHEREAS, Goldman intends to assume all costs attributable to Epoch's coverage
under a fidelity bond ("Epoch Fidelity Bond Coverage") and desires to do so
in a manner consistent with regulatory guidance, including NASD Notice to
Members 03-63;
NOW, THEREFORE, in consideration of the covenants and mutual promises of the
parties made to each other, it is hereby covenanted and agreed as follows:
1. In the absence of any notification to the contrary from Goldman to
Epoch, Goldman will bear the entire cost of the Epoch Fidelity Bond
Coverage.
2. The expenses incurred by Goldman under this Agreement shall be the sole
obligation of and shall be paid by Goldman. Goldman agrees that Epoch
has no obligation, directly or indirectly, to compensate or reimburse
Goldman for any costs and expenses incurred by Goldman in connection
with this Agreement. Goldman represents and warrants to Epoch that as
of the date hereof, Goldman has adequate resources to assume the
obligations of Goldman as contemplated herein. Notwithstanding the
foregoing, in the event that Goldman fails to pay for the costs
attributable to the Epoch Fidelity Bond Coverage, Epoch will include
such costs in its net capital computation by adjustments which reduce
net capital and increase aggregate indebtedness by the amount of such
unpaid expense.
3. Each party agrees with the other that, so long as either party has or
may have any obligation under this Agreement, it will comply in all
material respects with all applicable laws to which it may be subject if
failure so to comply would materially impair its ability to perform its
obligations under this Agreement.
4. The parties acknowledge that their respective rights and obligations
constitute full consideration for this Agreement and agree that, except
as expressly provided herein, no fees or other charges are payable to
the other for the provision of services under this agreement.
5. This Agreement shall upon execution become effective as of the date
first written above, and
(a) unless otherwise terminated, this Agreement shall continue in
effect from year-to-year;
(b) this Agreement may be terminated by either party at any time upon
giving 5 days' written notice (or a shorter period acceptable to
the parties hereto) to the other party; and
(c) this Agreement may be terminated at any time by mutual consent of
Goldman and Epoch.
6. Epoch takes full responsibility for notifying its local FINRA district
office upon entering into a new expense sharing agreement, or materially
amending this agreement.
7. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
THE XXXXXXX XXXXX GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Managing Director, Xxxxxxx, Sachs & Co.
Attorney-in-Fact. The Xxxxxxx Xxxxx Group, Inc.
EPOCH SECURITIES, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Compliance Officer
