otherwise assist any person or entity (except the Company or any Subsidiary) who or whichsolicits for a Competing Business the business of any person or entity who or which is a Client(or any successor thereto) or a prospective customer or client of the Company or any Subsidiaryor to which the Company or any Subsidiary have made Substantial Sales Efforts in the 18 monthperiod prior to the expiration or termination of the Term; provided, however, that the foregoingshall not prohibit Executive from purchasing or otherwise acquiring, and holding, any class ofsecurities of any enterprise (as a passive investment and without otherwise participating in theactivities of such enterprise) if such securities are listed on any national securities exchangeor have been registered under Section 12(g) of the Securities Exchange Act and represent lessthan five percent (5%) in value of the outstanding securities of such enterprise; or               2. otherwise induce or attempt to induce (or assist any other person or entity in inducing)any Client to cease doing business with the Company (or any Subsidiary), or in any way interferewith the relationship between any Client and the Company or any Subsidiary.               For purposes hereof:               (a)“**Substantial Sales Efforts**” means marketing or sales activities undertaken on behalf ofthe Company or any Subsidiary in an effort to secure foreseeable business opportunities with aprospective customer, provided that such efforts (1) enjoy a reasonable prospect of success and(2) include either (A) multiple in person, written or email communications or (B) the preparationof a quotation or proposal made in connection with an on site visit.               (b)“**Competing Business**” means any business, enterprise, employment, or investment managementor advisory service (whether as sub-adviser, adviser or otherwise) that competes in anyDesignated Field with the Company or any Subsidiary (or any successor thereto) in their businessof providing asset management, investment advisory and related services.               (c)“**Designated Field**” means the provision of discretionary, non-discretionary or otherportfolio management or investment advisory services (whether as adviser, subadviser, orotherwise, and whether in the form of model portfolios, discretionary management or otherwise)with respect to any account, fund, pooled investment vehicle or other product or service (whetherregistered or exempt from registration under the Investment Company Act of 1940, as amended).               (d)“**Subsidiary**” means any entity that, directly or indirectly through one or moreintermediaries, is controlled by the Company and the term “control” (including the terms“controlled by” and “under common control with”) means the possession, directly or indirectly, ofthe power to direct or cause the direction of the management and policies of such entity, whetherthrough owners of voting securities, by contract or otherwise.               (e)“**Client**” means each of the investment advisory, advisory or subadvisory clients(including, without limitation, SMA Account clients and the ERISA clients) of the Company andSubsidiaries. Without limiting the foregoing, “Client” shall also include wrap program sponsorsand any other person or entity considered to be a “client” of
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the Company or any Subsidiary as that term is defined in the Investment Advisors Act of1940, as amended.          B. Nonsolicitation of Employees. Executive agrees that during the Term and for aperiod of 18 months following the expiration or termination of the Term, Executive shall notsolicit, hire, employ or otherwise engage (or assist any other person or entity in soliciting,hiring, employing or otherwise engaging) as an employee, independent contractor, consultant orotherwise, any employee of the Company or any Subsidiary, or induce or assist any other person orentity in inducing any employee of the Company or any Subsidiary to terminate his/her employmentwith, or otherwise cease his/her relationship with the Company or any Subsidiary; provided,however, that such obligation shall not prohibit advertisements of a general nature which are nottargeted to the Company’s or Subsidiary’s employees.          C. Permitted Activities. Notwithstanding anything to the contrary set forth inSections 4.A and 4.B, in no event shall Executive be deemed to be restricted from (a) providinginvestment advisory services to individual members of Executive’s immediate family (includingtrusts of which they are the sole beneficiaries) for which no advisory fee is paid; (b) acting astrustee for trusts, and providing investment advisory services to not-for-profit clients forwhich no advisory fee is paid; (c) taking on charitable and non-profit endeavors and teachingpositions and writing and publishing books and/or journal articles; and (d) attending conferencesand participating in panel discussions on investment advisory services.5. Notices shall be sent as follows:If to Executive, to the last address for the Executive on the books and records of the Company:If to the Company, to:National Investment Services, Inc.