Common use of Client Agreements Clause in Contracts

Client Agreements. (a) Each Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act, the Investment Company Act (to the extent applicable) and other Applicable Law, except as has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as has not had and would not, individually or in the aggregate, have a Company Material Adverse Effect, each Client’s account is being managed, and has since January 1, 2018 (or inception of the relationship, if later) been managed, by the applicable Company RIA Subsidiary in compliance with (i) Applicable Law, (ii) the Client’s Advisory Agreement, and (iii) the Client’s written investment objectives, policies and restrictions agreed to by such Company RIA Subsidiary. (c) No Company RIA Subsidiary provides Investment Advisory Services to any Person other than the Clients. Each Company RIA Subsidiary provides Investment Advisory Services to Clients solely pursuant to written Advisory Agreements. (d) Section 4.16(d) of the Company Disclosure Schedule sets forth, as of the Base Date, (i) with respect to the Non-SMA Base RRR, the Base Date Assets Under Management and the Company’s good faith and best estimate of the aggregate amount of Base Date Revenue Run-Rate, and (ii) with respect to the SMA Base RRR, the Company’s good faith and best estimate of the aggregate amount of Base Date Assets Under Management and the aggregate amount of Base Date Revenue Run-Rate, in each case for all Clients. The Base Date Certificate is complete and accurate.