Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 1 of 18. i) UV t.. Index No.

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1 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 1 of 18 i) UV t.. UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK DOUGLAS CORY BRANCH, individually and on behalf of all others similarly situated, V. Plaintiff, NATIONAL FINANCIAL PARTNERS CORP STEPHANIE W. ABRAMSON, PATRICK S. BAIRD, JESSICA M. BIBLIOWICZ, R. BRUCE CALLAHAN, JOHN A. ELLIOTT, MARSHALL A. HEINBERG, and KENNETH C. MLEKUSH, Defendants. Index No. CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS AND STATE LAW BREACHES OF FIDUCIARY DUTY JURY TRIAL 0 I '4 Plaintiff Douglas Cory Branch ("Plaintiff'), by his attorneys; alleges upon information and belief, except for his own acts, which are alleged on knowledge, as follows: NATURE OF THE CASE Plaintiff brings this shareholder class action in connection with the proposed acquisition of National Financial Partners Corp. ("NFP" or the "Company"), a Delaware corporation headquartered in New York, by Madison Dearborn Partners, LLC ("Madison Dearborn"), whereby Madison Dearborn, through its affiliates Patriot Parent Corp. ("Merger Parent") and Patriot Merger Corp. ("Merger Sub"), will purchase all of the outstanding shares of NFP for $25.35 per share in cash, or a total of approximately $1.3 billion (the "Acquisition"). 2. Under the terms of the parties' Agreement and Plan of Merger (the "Merger Agreement"), executed on April 14, 2013, the proposed Acquisition is contingent on, among other things, the approval by the vote of a majority of the shares of NFP's common stock. The special meeting at which NFP shareholders will be asked to vote for the Acquisition is scheduled

2 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 2 of 18 for June 19, 2013 at 9 a.m. at the Roosevelt Hotel, Sutton Suite, 45 East 45th Street, New York, New York (the Special Meeting ). 3. The federal securities laws and state fiduciary duty law require NFP and its board of directors (the Board or the Individual Defendants ) to disclose any and all material information concerning the Acquisition to NFP shareholders, thus allowing them to make a fully informed decision regarding (i) whether to vote for or against the Acquisition and (ii) whether to seek fair value for their shares pursuant to the appraisal process provided for in Section 262 of the Delaware General Corporate Law (the DGCL ) 4. Defendants violated 14(a) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act ), and Rule 14a-9 promulgated thereunder, and breached their state law fiduciary duties by failing to disclose material information concerning the Acquisition in the Schedule 14A Proxy Statement (the Proxy Statement ) that NFP filed with the U.S. Securities and Exchange Commission (the SEC ) on May 17, Without this material information, NFP shareholders stand to suffer irreparable harm as a matter of law. 5. Accordingly, to prevent the Company s shareholders from suffering such irreparable harm, Plaintiff seeks to enjoin, preliminarily and permanently, Madison Dearborn s proposed Acquisition of NFP. JURISDICTION AND VENUE 6. This Court has subject matter jurisdiction under 28 U.S.C (federal question jurisdiction), as this Complaint alleges violations of 14(a) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act ), 15 U.S.C. 78n, and the SEC s Rule 14a-9, 17 C.F.R a-9, in connection with the Proxy Statement. This court has jurisdiction over the state law claim for breach of fiduciary duty pursuant to 28 U.S.C

3 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 3 of Venue is proper in this District because many of the acts and practices complained of herein occurred in substantial part in this District. In addition, NFP maintains its principal executive offices in Middletown, Orange County, New York. PARTIES 8. Plaintiff is, and has been at all relevant times, the owner of shares of common stock of NFP. 9. Defendant NFP is a Delaware corporation that maintains its principal executive offices at 340 Madison Avenue, 20th Floor, New York, New York. The Company provides a full range of advisory and brokerage services, including benefits, insurance and wealth management, to its clients. NFP serves corporate and high net worth individual clients throughout the United States and in Canada, with a focus on the middle market and entrepreneurs. NFP common stock is currently listed on the NYSE under the symbol NFP. 10. Defendant Stephanie W. Abramson is a member of the Board, which she joined in August Ms. Abramson has served as a director since August She was one of the three members of the special committee of the Board (the Special Committee ) that was established to consider NFP s strategic alternatives. 11. Defendant Patrick S. Baird is a member of the Board, which he joined in October He was one of the three members of the Special Committee that was established to consider NFP s strategic alternatives. 12. Defendant Jessica M. Bibliowicz is the Chairman of the Board, a position she has served in since June Ms. Bibliowicz served as NFP s Chief Executive Officer since joining NFP in April 1999 until May Ms. Bibliowicz has also served as a director since June 1999 and was President from April 1999 until April 2012.

4 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 4 of Defendant R. Bruce Callahan has been a member of the Board since May Mr. Callahan has also served as Chairman Emeritus of NFP Insurance Services, Inc. since January He currently serves in various supervisory capacities and has an active role in carrier and producer relations and career development at NFPISI. Mr. Callahan served as Chairman and Chief Executive Officer of NFPISI from January 1999 to December Mr. Callahan also served as an NFP director from October 2000 to August Defendant John A. Elliott has been a member of the Board since March Defendant Marshall A. Heinberg has been a member of the Board since May He was one of the three members of the Special Committee that was established to consider NFP s strategic alternatives. 16. Defendant Kenneth C. Mlekush has been a member of the Board since June 2005 and is currently designated as its Lead Independent Director. CLASS ACTION ALLEGATIONS 17. Plaintiff brings this action on his own behalf and as a class action on behalf of all owners of NFP common stock and their successors in interest, except Defendants and their affiliates (the Class ). This action is properly maintainable as a class action for the reasons set forth below. 18. The Class is so numerous that joinder of all members is impracticable. As represented in the Merger Agreement, as of April 10, 2013, NFP had 40,080,119 shares issued and outstanding. 19. Questions of law and fact are common to the Class, including: (a) Have the Individual Defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 by misrepresenting or omitting material facts in the Proxy Statement; 4

5 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 5 of 18 (b) Have the Individual Defendants breached their fiduciary duty of candor owed by them to Plaintiff and the others members of the Class by misrepresenting or omitting material facts in the Proxy Statement; and (c) Is the Class entitled to injunctive relief or damages as a result of Defendants wrongful conduct. 20. Plaintiff s claims are typical of those of the other members of the Class, and Plaintiff is not subject to any atypical defenses or counter-claims. 21. Plaintiff is an adequate representative because he is committed to prosecuting this action, has no interests that are adverse to the Class, and has retained competent counsel experienced in litigation of this nature. 22. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications for individual members of the Class and of establishing incompatible standards of conduct for Defendants. Moreover, conflicting adjudications for individual members of the Class might as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests. 23. The party opposing the class has acted or refused to act on grounds that apply generally to the class, so that final injunctive relief or corresponding declaratory relief is appropriate respecting the Class as a whole. SUBSTANTIVE ALLEGATIONS Overview of the Parties 24. NFP and its benefits, insurance and wealth management businesses provide diversified advisory and brokerage services to companies and high-net-worth individuals, partnering with them to preserve their assets and prosper over the long term. NFP advisors 5

6 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 6 of 18 provide innovative and comprehensive solutions, backed by NFP s national scale and resources. NFP operates in three business segments. The Corporate Client Group provides corporate and executive benefits, retirement plans and property and casualty insurance. The Individual Client Group includes retail and wholesale life insurance brokerage and wealth management advisory services. The Advisor Services Group serves independent financial advisors by offering broker/dealer and asset management products and services. Most recently NFP was ranked eighth on Business Insurance s 100 Largest Brokers of U.S. Business; second on Business Insurance s Largest Agents and Brokers Headquartered in the U.S. Northeast; and as the ninth Top Global Insurance Broker by Best s Review; it operates the third largest executive benefits provider of nonqualified deferred compensation plans by total clients as ranked by PlanSponsor; operates a top 10 independent broker/dealer as ranked by Investment Advisor; and has three advisors ranked in Barron s Top 100 Independent Financial Advisors. NFP is also a leading independent life insurance distributor according to many top-tier carriers. 25. Madison Dearborn, based in Chicago, holds itself out as one of the most experienced and successful private equity investment firms in the United States. Since Madison Dearborn s formation in 1992, the firm has raised six funds with aggregate capital of over $18 billion and has completed approximately 125 investments. Madison Dearborn purportedly invests in businesses across a broad spectrum of industries, including financial and transaction services; basic industries; business and government services; consumer; health care; and telecom, media and technology services. Overview of the Proposed Acquisition 26. In a press release dated April 15, 2013, NFP announced that it had entered into the Merger Agreement with Madison Dearborn pursuant to which Madison Dearborn, through 6

7 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 7 of 18 Merger Parent and Merger Sub, will acquire all of the outstanding shares of the Company in an all-cash transaction worth a total of approximately $1.3 billion. 27. Upon closing of the proposed Acquisition, NFP shareholders will receive $25.35 in cash for each share of NFP common stock they own. 28. Madison Dearborn has obtained debt financing commitments from Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., and UBS Securities LLC, the proceeds of which will be used to fund the transactions contemplated by the agreement and to pay related fees and expenses. Pursuant to an equity commitment letter, controlled affiliates of Madison Dearborn have committed to provide a cash investment on the terms and subject to the conditions set forth in the letter. 29. BofA Merrill Lynch served as financial advisor to the Board and the Special Committee, while Cleary Gottlieb Steen & Hamilton LLP was their legal counsel. Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to the Company. 30. UBS Securities LLC served as financial advisor to Madison Dearborn, while Ropes & Gray LLP served as its legal advisor. 31. The proposed Acquisition is subject to shareholder approval, and the Special Meeting where shareholders are being asked to vote on the Acquisition is scheduled to be held on June 19, 2013, at 9 a.m. in New York, New York. The Materially Misleading and Incomplete Proxy Statement 32. On May 17, 2013, NFP filed the Proxy Statement in connection with the upcoming Special Meeting, at which the Company s shareholders will be asked to vote on the Acquisition. 7

8 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 8 of Notwithstanding their obligations under the Exchange Act and rules promulgated thereunder, as well as their state fiduciary duties, Defendants misrepresented material information or failed to disclose material information to NFP s shareholders. Inadequate Disclosure Concerning NFP s Projections 34. The Proxy Statement contains a set of financial forecasts created by NFP s management beginning with 2013 and extending to These projections appear to have been relied upon by BofA Merrill Lynch, at least in part, in performing its above-mentioned Discounted Cash Flow Analysis. Projections are among the most important disclosures to be provided to shareholders. Here, however, the Proxy Statement is materially inadequate in that it fails to disclose the following items with respect to its projections: (i) The NFP Management Sensitivity Forecast the Proxy Statement appears to disclose only the base-case forecasts and altogether omits the sensitivity forecast; (ii) The basis for and nature of the NFP Management Sensitivity Forecast, including who created them, what adjustments or sensitivities were made, what assumptions differed, and any other information necessary to understand the significance of the sensitivity forecast; (iii) Taxes (or tax rate); (iv) Changes in net working capital; (v) Stockbased compensation expenses and whether compensation was treated as a cash or non-cash expense; and (vi) Free cash flows. Inadequate Disclosure of BofA Merrill Lynch s Financial Analyses 35. BofA Merrill Lynch, acting as the Special Committee s financial advisor, rendered an opinion to the Special Committee that the proposed Acquisition was fair, from a financial point of view. This so-called fairness opinion was predicated on various complex financial analyses which purport to establish a value for NFP and its shares. 8

9 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 9 of Defendants were required to disclose all material information concerning BofA Merrill Lynch s financial analyses, yet the Proxy Statement fails to disclose numerous material information, thereby preventing NFP shareholders from understanding or evaluating the efficacy of these financial analyses. 37. With respect to BofA Merrill Lynch s Discounted Cash Flow Analysis, which attempts to ascertain an implied value for NFP based on the forward-looking projections created by the Company s management, the Proxy Statement is deficient because it fails to disclose (i) The definition of free cash flows and how it relates to EBITDA or any other metric, (ii) The sensitivities applied to the management forecasts and who applied (and determined to apply) such sensitivities, (iii) The specific inputs and assumptions used to determine the discount range of 11.0% to 13.0%, and (iv) How, if at all, the value of NFP s NOLs were accounted for in the analysis. As has been recognized by various courts, the discounted cash flow analysis is arguably the most important valuation metric. Here, however, information necessary to understand and evaluate the analysis has been omitted. 38. With respect to BofA Merrill Lynch s Selected Publicly Traded Companies Analysis, which seeks to ascertain a value for NFP based on the relative valuation of other, allegedly comparable companies, the Proxy Statement fails to disclose (i) The multiples observed for each of the selected companies and (ii) The basis for selecting a reference range of 7.0x to 8.0x for EV/2012A EBITDA and 6.5x to 7.5x EV/2013E EBITDA. This information is important because the range selected by BofA Merrill Lynch is lower than the entire range for the 2012A multiples and is at the bottom end of the range observed for the 2013E multiples. Therefore, such information, which will demonstrate whether the observed multiples are clustered at either the low or high end of the range observed or normally distributed, will enable 9

10 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 10 of 18 NFP shareholders to ascertain whether BofA Merrill Lynch s selection of the 7.0x to 8.0x for EV/2012A EBITDA and 6.5x to 7.5x EV/2013E EBITDA reference ranges was legitimate or, instead, simply an attempt to portray the proposed Acquisition as fairer than it actually is. 39. With respect to BofA Merrill Lynch s Selected Publicly Traded Companies Analysis, the Proxy Statement also fails to disclose why BofA Merrill Lynch used publicly available estimates for NFP s projected 2013 EBITDA, information that is important because BofA Merrill Lynch had access to NFP s internal projections, which are a more reliable estimate of NFP s prospects than industry estimates generated by individuals unaffiliated with (and thus comparatively less informed about) the Company. 40. With respect to BofA Merrill Lynch s Selected Precedent Transactions Analysis, which seeks to ascertain a value for NFP based on other, purportedly comparable mergers and acquisitions, the Proxy Statement fails to disclose the multiples observed for each of the selected precedent transactions. This is material because, as the Proxy Statement acknowledges, there were many transactions for which this information was not publicly available, so NFP shareholders are currently unable to ascertain how BofA Merrill Lynch selected a reference range of 8.0x to 9.0x of EV/LTM EBITDA and whether this range resulted from transactions that are more or less comparable to the proposed Acquisition. Role of NFP s Senior Management in the Process 41. The Proxy Statement explains that certain members of NFP s senior management were heavily involved in discussions and negotiations, including Madison Dearborn. Indeed, the Proxy Statement paints a picture in which members of the Company s senior management controlled discussions with potentially interested parties and only sporadically informed the 10

11 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 11 of 18 Board or sought the Board s input. However, the Proxy Statement fails to identify such members of senior management or describe the nature and role of their involvement. 42. This information is necessary to ascertain how potential conflicts of interest (including, for example, economic interests relating to change-in-control or severance payments or interests in post-transaction employment) might have affected the process leading up to the execution of the Merger Agreement. 43. Indeed, an interested individual would be incentivized to steer the process toward the party that indicated a willingness to provide that individual with the greatest benefits, relative to what other parties were offering. 44. Therefore, the Proxy Statement is materially deficient because it fails to disclose (i) Which members of senior management were involved in the process, (ii) The nature and extent of each such individual s involvement, (iii) The interests that each such person has in the proposed Acquisition, as compared to other strategic alternatives, (v) Any discussions concerning such interests and the timing of such discussions, and (v) What efforts were undertaken by the Board or anyone else to minimize the impact of such potential conflicts of interest. Additional Disclosures Concerning the Sales Process 45. The Proxy Statement also fails to disclose numerous other items concerning the process leading up to the execution of the Merger Agreement, including: (i) Why a member of NFP s senior management sought advice with respect to personnel matters at the Company and what those matters were; (ii) The Special Committee s basis for deciding in December 2012 that it wanted to contact only six or seven parties to gauge potential interest in a transaction; and (iii) 11

12 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 12 of 18 The outcome of any discussions with the entity referred to in the Proxy Statement as Strategic Party A. Role and Retention of a Financial Advisor 46. The Proxy Statement discloses that an unidentified investment bank (the Unknown Advisor ) provided certain advice to members of NFP s senior management concerning a potential transaction throughout the second half of The Unknown Advisor also provided a list of parties who might be interested in a potential acquisition of NFP, including Madison Dearborn. 47. The Proxy Statement is materially deficient, however, because it fails to disclose (i) The identity of the Unknown Advisor, (ii) The basis for management s decision to involve the Unknown Advisor, (iii) The compensation paid to the Unknown Advisor, and (iv) The nature and extent of the role of the Unknown Advisor following the Special Committee s retention of BofA Merrill Lynch. 48. The Proxy Statement also discloses that the Special Committee decided to retain BofA Merrill Lynch as its financial advisor on December 28, Prior to executing the engagement letter, the Special Committee learned that BofA Merrill Lynch had engaged in certain transactions the Call Spread Transactions in NFP s securities. BofA Merrill Lynch s liability with respect to the Call Spread Transactions would increase with any proposed deal price, thus incentivizing BofA Merrill Lynch to seek a lower deal price. The Special Committee spent considerable time and resources investigating this conflict and ultimately decided to retain BofA Merrill Lynch. 49. The Proxy Statement is materially deficient, however, because it fails to disclose why the Special Committee was determined to retain BofA Merrill Lynch and not some other 12

13 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 13 of 18 equally, if not more, qualified financial advisor. Indeed, the Special Committee s insistence on retaining BofA Merrill Lynch suggests that at least one of the Special Committee s members might have had some sort of inappropriate loyalty or commitment to BofA Merrill Lynch, notwithstanding that numerous other financial advisors (e.g., Goldman Sachs, Credit Suisse, or J.P. Morgan) could have provided the same services without being subject to an actual conflict of interest. 50. The Proxy Statement also discloses that BofA Merrill Lynch stands to earn certain consideration in connection with its provision of advisory services to the Special Committee, but the Proxy Statement is deficient because it fails to disclose the precise amount (and offers only a broad range) of money that BofA Merrill Lynch will earn from NFP. 51. The Proxy Statement is further deficient because, while it discloses that BofA Merrill Lynch has earned approximately $150 million from Dearborn Madison and its affiliates and portfolio companies over the past two and a half years, the Proxy Statement fails to disclose how much BofA Merrill Lynch expects to earn from Dearborn Madison and its affiliates and portfolio companies since the provision of its so-called fairness opinion or in the future. * 52. The above-described information is material and must be disclosed in order for NFP shareholders to make a fully informed decision concerning both (i) how to vote on the Acquisition and (ii) whether to exercise their appraisal rights under Delaware corporate law. Defendants failure to disclose this information will result in NFP shareholders suffering irreparable harm. 13

14 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 14 of 18 CLAIMS FOR RELIEF COUNT I Violations of Section 14(a) of the Exchange Act and Rule 14a-9 Promulgated Thereunder 53. Plaintiff repeats all previous allegations as if set forth in full herein. 54. Defendants have issued the Proxy Statement with the intention of soliciting shareholder support for the proposed Acquisition. 55. Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange Act provides that a proxy statement shall not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading. 17 C.F.R a Specifically, the Proxy Statement violates the Section 14(a) and Rule 14a-9 because it omits material facts, including those set forth above. Moreover, in the exercise of reasonable care, Defendants should have known that the Proxy Statement is materially misleading and omits material facts that are necessary to render them non-misleading. 57. The misrepresentations and omissions in the Proxy Statement are material to Plaintiff and the Class, and Plaintiff and the Class will be deprived of their entitlement to cast a fully informed vote if such misrepresentations and omissions are not corrected prior to the vote on the Acquisition. COUNT II Against the Individual Defendants for Violations of 20(a) of the Exchange Act 58. Plaintiff repeats all previous allegations as if set forth in full herein. 59. The Individual Defendants acted as controlling persons of NFP within the meaning of 20(a) of the 1934 Act, as alleged herein. By virtue of their positions as officers 14

15 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 15 of 18 and/or directors of NFP and participation in and/or awareness of the Company s operations and/or intimate knowledge of the false statements contained in the Proxy Statement filed with the SEC, they had the power to influence and control and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements which Plaintiffs contend are false and misleading. 60. Each of the Individual Defendants was provided with or had unlimited access to copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to and/or shortly after these statements were issued, and the Individual Defendants had the ability to prevent the issuance of the statements or cause the statements to be corrected. 61. In particular, each of the Individual Defendants had direct and supervisory involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had the power to control or influence the particular transactions giving rise to the securities violations as alleged herein, and exercised the same. The Proxy Statement at issue contains the unanimous recommendation of each of the Individual Defendants to approve the Acquisition. They were thus directly involved in the making of this document. 62. In addition, as the Proxy sets forth at length, and as described herein, the Individual Defendants and Open Text were each involved in negotiating, reviewing, and approving the takeover. The Proxy purports to describe the various issues and information that they reviewed and considered, descriptions which had input from both the directors and Open Text. 63. As set forth above, the Individual Defendants had the ability to exercise control over and did control a person or persons who have each violated 14(a) and SEC Rule 14a-9, by their acts and omissions as alleged herein. By virtue of their positions as controlling persons, 15

16 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 16 of 18 these defendants are liable pursuant to 20(a) of the 1934 Act. As a direct and proximate result of defendants conduct, NFP s shareholders will be irreparably harmed. COUNT III Breach of Fiduciary Duty (Against Individual Defendants) 64. Plaintiff repeats all previous allegations as if set forth in full herein. 65. The fiduciary duties of the Individual Defendants in the circumstances of the Proposed Transaction require them to disclose to Plaintiff and the Class all information material to the decisions confronting NFP s shareholders. 66. As set forth above, the Individual Defendants have breached their fiduciary duty through materially inadequate disclosures and material omissions. 3 follows: 67. As a result, Plaintiff and the Class members are being harmed irreparably. 68. Plaintiff and the Class have no adequate remedy at law. WHEREFORE, Plaintiff demands judgment against Defendants jointly and severally, as (A) declaring this action to be a class action and certifying Plaintiff as the Class representative and his counsel as Class counsel; (B) declaring that the Proxy Statement is materially misleading and contains omissions of material fact in violation of 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder; (C) (D) enjoining, preliminarily and permanently, the Acquisition; in the event that the transaction is consummated prior to the entry of this Court s final judgment, rescinding it or awarding Plaintiff and the Class rescissory damages; 16

17 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 17 of 18 (E) directing that Defendants account to Plaintiff and the other members of the Class for all damages caused by them and account for all profits and any special benefits obtained as a result of their violations of law or breaches of their fiduciary duties; (F) awarding Plaintiff the costs of this action, including a reasonable allowance for the fees and expenses of Plaintiffs attorneys and experts; and (G) granting Plaintiff and the other members of the Class such further relief as the Court deems just and proper. Dated: June 7, 2013 New York, NY By: W. Scott Holleman (WH-0328) 30 Broad Street, 24th Floor New York, New York T: (212) F: (212) E: sholleman@zlk.com Attorneys for Plaintiff 17

18 Case 1:13-cv SAS Document 1 Filed 06/07/13 Page 18 of 18 I, Douglas Cory Branch, certify that: CERTIFICATION OF NAMED PLAINTIFF PURSUANT TO FEDERAL SECURITIES LAWS 1. 1 am the Plaintiff and I have reviewed the complaint and authorized its filing by Levi & Korsinsky LLP. 2. I did not purchase the security that is the subject of this action at the direction of plaintiffs counsel or in order to participate in any private action arising under this title am willing to serve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary. 4. My transaction(s) in National Financial Partners Corp. ("NFP") securities which are the subject of this litigation during the class period set forth in the complaint are as follows: Security NFP Date of Transaction Various (stock purchase plan) I Number of Shares Purchased Cost $ Within the last 3 years I have not served as a class representative in any federal securities fraud case. 6. I will not accept any payment for serving as a representative party on behalf of the class except to receive my pro rata share of any recovery or as ordered or approved by the court, including any award for reasonable costs and expenses (including lost wages) directly relating to the representation of the class. I hereby certify, under penalty of perjury, that the foregoing is true and correct. Dated: June 7, 2013 Dglas Co'ry Branch