Common use of Client Agreements Clause in Contracts

Client Agreements. (1) Section 2.2(bb) of the Company Disclosure Schedule lists, as of the date hereof, each investment advisory agreement entered into by the Company or any of its Subsidiaries with a client or customer of the Company (the “Clients”) for the purpose of providing investment management or investment advisory services, including any subadvisory services, that involve acting as an “investment adviser” within the meaning of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or other applicable Law (“Investment Advisory Services”) to such client or customer (each, an “Advisory Agreement”) with consideration paid or payable to the Company or any of its Subsidiaries of more than $500,000, in the aggregate, over the twelve (12)-month period ending December 31, 2023. (2) Each Advisory Agreement includes all provisions required by and complies in all respects with the Investment Advisers Act and other applicable Law, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (3) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each account of a client of the Company or any of its Subsidiaries is being managed, and has, since January 1, 2021 (or the inception of the relationship, if later), been managed, by the applicable Company RIA Entity 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 Entity. (4) No Company RIA Entity provides Investment Advisory Services to any person other than the Clients. Each Company RIA Entity provides Investment Advisory Services to Clients solely pursuant to written Advisory Agreements. (5) To the knowledge of the Company, the execution and delivery by the Company of this Agreement and the Investor Rights Agreement does not and will not, and the performance by the Company of its obligations under this Agreement and the Investor Rights Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any party to any Advisory Agreement, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.