Common use of Assets Under Management Clause in Contracts

Assets Under Management. (a) The aggregate dollar amount of assets under management by the Company or any of its Subsidiaries as of the Base Date is accurately set forth on Schedule 5.21. Set forth on Schedule 5.21(a)(i) is a list as of the Base Date of all Advisory Contracts, setting forth with respect to each such Advisory Contract as of the Base Date: (i) the name of the Advisory Client or Fund under such Advisory Contract, indicating any such Advisory Client that is (A) the Company, a Subsidiary of the Company, a Seller or an Immediate Family Member of any Seller, (B) an Affiliate of the Company, any of the Sellers or an Immediate Family Member of any Seller, (C) a director, officer or employee of any of the foregoing, or (D) a trust or collective investment vehicle in which any of the foregoing is a holder of a beneficial interest (any of the foregoing Advisory Clients described in clauses (A)-(D), a “Related Advisory Client”); (ii) the amount of assets under management of the Company pursuant to such Advisory Contract at the Base Date and any amounts thereof not subject to fees and carried interests; (iii) (A) the fee payable with respect to such Advisory Contract (including the fees payable by each share class in each Fund) and (B) any other fees payable by the Advisory Client or Fund in connection with Investment Management Services provided by the Company and its Subsidiaries other than pursuant to such Advisory Contract, and (C) any fees or other payments required to be paid by the Company and its Subsidiaries, as applicable, to third parties in connection with such Advisory Contract and/or the relationship with such Advisory Client; and (iv) if applicable, any limitation, waiver, cap or restriction on the amount payable pursuant to such Advisory Contract (including without limitation pursuant to any Contracts pursuant to which the Company, any Subsidiary of the Company or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce fees or charges payable under such Advisory Contract or by or with respect to the Advisory Client or Fund Client party thereto, as applicable), or changes in the amount of assets under management pursuant to such Advisory Contract as a result of deposits or withdrawals made by the applicable Advisory Client or Fund Client (or, in the case of any Advisory Clients that are collective investment vehicles, deposits or withdrawals made in such Advisory Client), in each case from the Base Date to the Closing Date. (b) Except as set forth on Schedule 5.21(b) with respect to a particular Advisory Contract, there are no contracts, agreements, arrangements or understandings pursuant to which the Company, any of its Subsidiaries or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce any or all fees or charges payable by or with respect to any of the Advisory Clients set forth on Schedule 5.21(b) or pursuant to any of the Contracts set forth on Schedule 5.21(b). Except as is set forth on Exhibit G, the Company has not received notice from any Advisory Client of the Company (or, in the case of Advisory Clients that are collective investment vehicles, underlying investors or beneficiaries therein, as applicable) expressing an intention to terminate or reduce its investment relationship with the Company or any of its Subsidiaries or adjust the fee schedule with respect to any contract in a manner which would reduce the fees or other payments to the Company (including after giving effect to the Closing) in connection with such Advisory Client relationship. Except as set forth on Schedule 5.21(b), none of the Company, the Sellers or provides Investment Management Services to any Person (other than their respective Immediate Families Members) other than pursuant to an Advisory Contract, and none of the Sellers (or any of their respective Immediate Family Members or Affiliates, other than the Company) are parties to any of the Advisory Contracts.

Assets Under Management. (a) The aggregate dollar amount of assets under management Adjusted Assets Under Management by the Company or any of its Subsidiaries and the Subsidiary as of the Base Date is are accurately set forth on in Schedule 5.215.9. Set Also set forth on in Schedule 5.21(a)(i) 5.9 is a list as of the Base Date of all Advisory Management Contracts, setting forth with respect to each such Advisory Contract as of the Base DateManagement Contract: (i) the name of the Advisory Client or Fund under such Advisory Management Contract, indicating any such Advisory Client that is (A) the Company, a Subsidiary of the Company, a Seller any such Client (other than any ERISA Client) that is AMR or an Immediate Family Member Affiliate of any SellerAMR, and (B) any ERISA Client that is, holds the “plan assets” of, or acts on behalf of, an employee benefit plan maintained by AMR or an Affiliate of the Company, AMR (any of the Sellers or an Immediate Family Member of any Seller, Person described in clause (CA) a director, officer or employee of any of the foregoing, or (D) a trust or collective investment vehicle in which any of the foregoing is a holder of a beneficial interest (any of the foregoing Advisory Clients described in clauses (A)-(DB), a “Related Advisory Client”); (ii) the amount state (or, if such Client is not a U.S. citizen, the country) of assets under management which such Client is a citizen or resident (in the case of individuals) or domiciled (in the Company pursuant to such Advisory Contract at the Base Date and any amounts thereof not subject to fees and carried interestscase of entities); (iii) the amount of Adjusted Assets Under Management pursuant to such Management Contract at the Base Date, and the nature of the Investment Management Services provided (Ae.g., discretionary or non-discretionary, advisory or administrative, whether any of such assets are the subject of a sub-advisory arrangement and, if so, the identity of the sub-adviser, etc.); and (iv) the fee payable schedule in effect with respect to such Advisory Management Contract (including the identification of any applicable sub-components of such fees, e.g., investment management fees, fees payable by each share class in each Fund) and (B) for any other services, etc., as applicable), and a description of any fees payable by the Advisory underlying Client or Fund in connection with Investment Management Services (or other services) provided by the Company and its Subsidiaries or the Subsidiary other than pursuant to such Advisory Management Contract, and (C) any fees or other payments required to be paid by the Company and its Subsidiaries, as applicable, to third parties in connection with such Advisory Contract and/or the relationship with such Advisory Client; and (iv) if applicable, any limitation, waiver, cap or restriction on the amount payable pursuant to such Advisory Contract (including without limitation pursuant to any Contracts pursuant to which the Company, any Subsidiary of the Company or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce fees or charges payable under such Advisory Contract or by or with respect to the Advisory Client or Fund Client party thereto, as applicable), or changes in the amount of assets under management pursuant to such Advisory Contract as a result of deposits or withdrawals made by the applicable Advisory Client or Fund Client (or, in the case of any Advisory Clients that are collective investment vehicles, deposits or withdrawals made in such Advisory Client), in each case from the Base Date to the Closing Date. (b) . Except as set forth on in Schedule 5.21(b) with respect to a particular Advisory Contract5.9, there are no contracts, agreements, arrangements or understandings pursuant to which the Company, any of its Subsidiaries Company or any of the Sellers Subsidiary has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce any or all fees or charges payable by or with respect to any of the Advisory Clients set forth on in Schedule 5.21(b) 5.9 or pursuant to any of the Contracts contracts set forth on in Schedule 5.21(b)5.9. Except as is set forth on Exhibit Gin Schedule 5.9, the Company has not received written notice from any Advisory Client of the Company (or, in the case of Advisory any Clients that are collective investment investments vehicles, underlying investors or beneficiaries therein, as applicable) expressing an of its intention to terminate or materially reduce its investment relationship with the Company or any of its Subsidiaries the Subsidiary, or adjust the fee schedule with respect to any contract Management Contract in a manner which would reduce the fees or other payments payable to the Company (including after giving effect to or the Closing) Subsidiary in connection with such Advisory Client relationship and, to the Knowledge of the Company, no client has any intention to terminate or materially reduce its investment relationship with the Company or the Subsidiary, or adjust the fee schedule with respect to any Management Contract in a manner which would reduce the fees payable to the Company or the Subsidiary in connection with such Client relationship. . (b) Except as set forth in Schedule 5.9, neither the Company nor the Subsidiary has any Management Contract or other arrangement with respect to which amounts payable to the Company or the Subsidiary are based on performance or otherwise provide for compensation on the basis of a share of capital gains upon or capital appreciation of the funds (or any portion thereof) of any Client. (c) Each Client to which the Company provides Investment Management Services that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a person acting on behalf of such a plan or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (an “ERISA Client”) has been managed by the Company such that the Company in the exercise of management is in compliance in all material respects with the applicable requirements of ERISA. Schedule 5.9 identifies each Client that is an ERISA Client. The Company is, and there has been no event or occurrence that has resulted or would reasonably be expected to result in the Company failing to continue to qualify as, a qualified professional asset manager within the meaning of Part V(a) of Prohibited Transaction Class Exemption 84-14, as amended. With the Company as the qualified professional asset manager, the condition of Part I(g) of Prohibited Transaction Class Exemption 84-14, as amended, is, and there has been no event or occurrence that has resulted or would reasonably be expected to result in such condition failing to be, satisfied. (d) Each Client to which the Company provides Investment Management Services that is registered as an investment company under the Investment Company Act (including, in the case of any “series” investment company, each series thereof) and each Exempt Fund Client is so identified on Schedule 5.21(b)5.9. Other than the Funds and the Exempt Fund Clients, none of neither the Company, Company nor the Sellers or Subsidiary provides Investment Management Services to or through (i) any issuer or other Person that is an investment company (within the meaning of the Investment Company Act), (ii) any issuer or other Person that would be an investment company (within the meaning of the Investment Company Act) but for the exemptions contained in Section 3(c)(1), Section 3(c)(7), the final clause of Section 3(c)(3) (common trust funds) or the third or fourth clauses of Section 3(c)(11) (single or collective trusts for qualified plans) of the Investment Company Act, or (iii) any issuer or other Person that is or is required to be registered under the laws of the appropriate securities regulatory authority in the jurisdiction in which the issuer is domiciled (other than their respective Immediate Families Membersthe United States or the states thereof), which is or holds itself out as engaged primarily in the business of investing, reinvesting or trading in securities. (e) other than pursuant to an Advisory Contract, The Company has not received written notice from any Client of any material dispute between the Company or the Subsidiary and none any Client of the Sellers Company or the Subsidiary and, to the Knowledge of the Company, no material dispute exists between the Company or the Subsidiary and any Client of the Company or the Subsidiary. (f) Except as set forth in Schedule 5.9, no exemptive orders, “no-action” letters or similar exemptions or regulatory relief have been obtained, nor are any requests pending therefor, by or with respect to the Company, AMR or any Fund, or any officer, director, partner or employee of their respective Immediate Family Members the Company or Affiliates, other than the Funds or employees of AA seconded to the Company) are parties , in connection with the business of the Company or the Funds, or by or with respect to any Client of the Advisory ContractsCompany or the Subsidiary in connection with the provision of Investment Management Services to such Client. (g) All performance information provided, presented or made available by the Company to any Client or potential Client has complied in all material respects with Applicable Law and the Company maintains all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law.

Assets Under Management. (a) The aggregate dollar amount of assets under management by the Company or any of its Subsidiaries as of the Base Date is accurately set forth on Schedule 5.21. Set forth on Schedule 5.21(a)(i) is a list as of the Base Date of all Advisory Contracts, setting forth with respect to each such Advisory Contract as of the Base Date: (i) the name of the Advisory Client or Fund under such Advisory Contract, indicating any such Advisory Client that is (A) the Company, a Subsidiary of the Company, a Seller or an Immediate Family Member of any Seller, (B) an Affiliate of the Company, any of the Sellers or an Immediate Family Member of any Seller, (C) a director, officer or employee of any of the foregoing, or (D) a trust or collective investment vehicle in which any of the foregoing is a holder of a beneficial interest (any of the foregoing Advisory Clients described in clauses (A)-(D), a “Related Advisory Client”); (ii) the amount of assets under management of the Company pursuant to such Advisory Contract at the Base Date and any amounts thereof not subject to fees and carried interests; (iii) (A) the fee payable with respect to such Advisory Contract (including the fees payable by each share class in each Fund) and (B) any other fees payable by the Advisory Client or Fund in connection with Investment Management Services provided by the Company and its Subsidiaries other than pursuant to such Advisory Contract, and (C) any fees or other payments required to be paid by the Company and its Subsidiaries, as applicable, to third parties in connection with such Advisory Contract and/or the relationship with such Advisory Client; and (iv) if applicable, any limitation, waiver, cap or restriction on the amount payable pursuant to such Advisory Contract (including without limitation pursuant to any Contracts pursuant to which the Company, any Subsidiary of the Company or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce fees or charges payable under such Advisory Contract or by or with respect to the Advisory Client or Fund Client party thereto, as applicable), or changes in the amount of assets under management pursuant to such Advisory Contract as a result of deposits or withdrawals made by the applicable Advisory Client or Fund Client (or, in the case of any Advisory Clients that are collective investment vehicles, deposits or withdrawals made in such Advisory Client), in each case from the Base Date to the Closing Date. (b) Except as set forth on Schedule 5.21(b) with respect to a particular Advisory Contract, there are no contracts, agreements, arrangements or understandings pursuant to which the Company, any of its Subsidiaries or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce any or all fees or charges payable by or with respect to any of the Advisory Clients set forth on Schedule 5.21(b) or pursuant to any of the Contracts set forth on Schedule 5.21(b). Except as is set forth on Exhibit G, the Company has not received notice from any Advisory Client of the Company (or, in the case of Advisory Clients that are collective investment vehicles, underlying investors or beneficiaries therein, as applicable) expressing an intention to terminate or reduce its investment relationship with the Company or any of its Subsidiaries or adjust the fee schedule with respect to any contract in a manner which would reduce the fees or other payments to the Company (including after giving effect to the Closing) in connection with such Advisory Client relationship. Except as set forth on Schedule 5.21(b), none of the Company, the Sellers or provides Investment Management Services to any Person (other than their respective Immediate Families Members) other than pursuant to an Advisory Contract, and none of the Sellers (or any of their respective Immediate Family Members or Affiliates, other than the Company) are parties to any of the Advisory Contracts.

Assets Under Management. Table of Contents (a) Section 3.18(a) of the Disclosure Schedules sets forth a list as of the Reference Date of each Investment Advisory Contract, including: (i) The aggregate dollar name of the Client under such Investment Advisory Contract (which, for the avoidance of doubt, in the case of any Fund shall include both such Fund and each of the investors therein falling within the definition of “Client”), indicating any such Client that is a Related Client or a PE FoF Client, as the case may be; (ii) The amount of assets under management by pursuant to such Investment Advisory Contract (computed in a manner consistent with the Company or any of its Subsidiaries as of basis upon which the Base Date is accurately set forth on Schedule 5.21. Set forth on Schedule 5.21(a)(i) is a list as of the Base Date of all Advisory Contracts, setting forth Management Fee with respect to each such Investment Advisory Contract as of is computed) at the Base Date: Reference Date (i) including, in the name of the Advisory Client or Fund under such Advisory Contract, indicating any such Advisory Client that is (A) the Company, a Subsidiary of the Company, a Seller or an Immediate Family Member case of any SellerFund, (B) an Affiliate of the Company, any of the Sellers or an Immediate Family Member of any Seller, (C) a director, officer or employee of any of the foregoing, or (D) a trust or collective investment vehicle in which any of the foregoing is a holder of a beneficial interest (any of the foregoing Advisory Clients described in clauses (A)-(D), a “Related Advisory Client”); (ii) the amount of assets under management managed in such Fund on behalf of each of the Company investors in such Fund falling within the definition of “Client”), and the nature of the Investment Management Services (i.e., discretionary or nondiscretionary) provided and, where such Investment Advisory Contract is pursuant to such Advisory Contract at a “wrap” program with a third-party wrap sponsor, the Base Date and any amounts thereof not subject to fees and carried interestsidentity of the third-party wrap sponsor; (iii) (A) the The fee payable schedule in effect with respect to such Investment Advisory Contract (including the Management Fees and Performance Fees, and identification of any applicable subcomponents of such fees, e.g., Management Fees versus “wrap” fees payable by each share class in each Fund) that include other services, fees for any other services, etc., as applicable), and (B) any other fees payable payable, or allocations made, by the Advisory Client or Fund in connection with Investment Management Services provided by the Company and its Subsidiaries Seller Entities other than pursuant to such Investment Advisory Contract, and (C) any fees or other payments or distributions required to be paid or made by the Company and its Subsidiaries, as applicable, Seller Entities to third parties or employees in connection with such Investment Advisory Contract and/or the relationship with such Advisory Client; and; (iv) if applicable, any limitation, waiver, cap Any fee or restriction on the amount payable pursuant to such Advisory Contract (including without limitation pursuant to any Contracts pursuant to which the Company, any Subsidiary of the Company or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce fees or charges payable other changes under such Investment Advisory Contract or by or with respect to the Advisory Client or Fund Client party thereto, as applicable)Contract, or changes in the amount of assets under management pursuant to such Investment Advisory Contract as a result of deposits or withdrawals made by the applicable Advisory Client or Fund related Client (or, in the case of any Advisory Clients that are collective investment vehicles, deposits contributions, subscriptions, withdrawals or withdrawals redemptions made in such Advisory Client), in each case from the Base Reference Date to the Closing Datedate of this Agreement; and (v) The identity of the Seller Entities that are parties to such Investment Advisory Contract. (b) Each Client to which any of the Seller Entities provides Investment Management Services that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA that is subject to Title I of ERISA or Section 4975 of the Code; (ii) a person acting on behalf of such a plan; (iii) an entity whose assets are deemed to include the assets of such a plan, within the meaning of the plan asset regulation of ERISA (DOL Reg. § 2510.3-101) as modified by the Pension Protection Act of 2006 (as so modified, the “Plan Asset Regulation”) or (iv) an entity in which participation by one or more plans subject to Title I of ERISA or Section 4975 of the Code in any class of equity interests of such entity is “significant” (within the meaning ERISA) Table of Contents (hereinafter referred to as an “ERISA Client”) has been managed by the Seller Entities such that the Seller Entities in the provision of such services are in compliance in all material respects with the applicable requirements of ERISA and Section 4975 of the Code. To the extent that an ERISA Client is an investor in a Fund, the foregoing representation also applies to investment management of such Fund if and to the extent that such Fund is deemed to include the assets of any ERISA Client under the Plan Asset Regulation. Section 3.18(a) of the Disclosure Schedules identifies each Client that is an ERISA Client with an appropriate footnote. As of the date of this Agreement, each of Quellos Capital Management LP and Quellos Private Capital Markets LP is a qualified professional asset manager (a “QPAM”) (as such term is used in Prohibited Transaction Class Exemption 84-14) (the “QPAM Exemption”). The QPAM Exemption is currently available (in accordance with its terms) with respect to transactions negotiated by or under the authority and general direction of Quellos Capital Management LP and Quellos Private Capital Markets LP as a QPAM and neither Quellos Capital Management LP nor Quellos Private Capital Markets LP is disqualified from relying on the QPAM Exemption with respect to such transactions due to the application of Section I(e) or Section I(g) of the QPAM Exemption. Except as set forth on Schedule 5.21(bin Section 3.18(b) of the Disclosure Schedules, no ERISA Client transacts business with respect to a particular Advisory Contract, there are no contracts, agreements, arrangements Xxxxxxx Xxxxx & Co. or understandings pursuant to which the Company, any of its Subsidiaries The PNC Financial Services Group or any of their Affiliates. (c) To the Sellers has undertaken Knowledge of Seller, no material controversy or agreed to capdisagreement exists between the Seller Entities, waiveon the one hand, offset, reimburse or otherwise reduce and any or all fees or charges payable by or with respect to any Client of the Advisory Clients set forth Seller Entities, on Schedule 5.21(b) or pursuant to any the other hand, as of the Contracts set forth on Schedule 5.21(b)date of this Agreement that would reasonably be expected to result in an Action involving any Seller Entities. Except As of the date hereof, except as is set forth on Exhibit G, the Company has not received notice from any Advisory Client in Section 3.18(a) of the Company (orDisclosure Schedules, no Client has notified any of the Seller Entities in the case of Advisory Clients that are collective investment vehicles, underlying investors or beneficiaries therein, as applicable) expressing an writing its intention to terminate or in any material respect reduce its investment relationship with the Company or any of its Subsidiaries Seller Entities, or adjust the fee schedule with respect to any contract Contract in a manner which would in any material respect reduce the fees or other payments to the Company Seller Entities (including after giving effect to the Closing) in connection with such Advisory Client relationship. Except as set forth on Schedule 5.21(b), none None of the Company, the Sellers or Seller Entities provides Investment Management Services to any Person (other than their respective Immediate Families Members) other than pursuant to an a written Investment Advisory Contract, . (d) No Applicable Seller Entity has undertaken or undertakes any aggregated transaction on behalf of any Client without having first disclosed the practice to that Client and none having first allocated each part of that transaction amongst its Clients in a way which clearly identifies the principal for which it acts in respect of every portion of the Sellers transaction. (e) Except as set forth in Section 3.18(e) of the Disclosure Schedules, each Applicable Seller Entity has traded and trades as agent on behalf of its Clients and has not traded and does not trade in any circumstances as principal. (f) Except as set forth in Section 3.18(f) of the Disclosure Schedules, as of the date hereof, no exemptive orders, “no-action” letters or similar exemptions or regulatory relief have been obtained, nor are any requests pending therefor, by or with respect to the Seller Entities, or any officer, director, member, partner or employee of their respective Immediate Family Members the Seller Entities, in connection with the Acquired Business, or Affiliatesby or with respect to any Client (which, for the avoidance of doubt, in the case of any Fund shall include both such Fund and each of the Table of Contents investors therein falling within the definition of “Client”) of the Seller Entities in connection with the provision of Investment Management Services to such Client by the Seller Entities. (g) Any of the Seller Entities which distributes or markets its services or interests, as appropriate, by or through any intermediary, placement agent, distributor or solicitor, or which delegates to or appoints any multi-managers or any other than third party, or which outsources the Companyconduct of any part of its services to third parties, undertakes reasonable efforts to perform due diligence and ongoing monitoring in relation to the delegation to or appointment and activities of the intermediary, placement agent, distributor or solicitor, multi-manager or third party, as applicable, to determine that those activities are conducted in all material respects in accordance with applicable Laws affecting such Seller Entity. (h) are parties to To the Knowledge of Seller, as of the date hereof no intermediary, placement agent, distributor or solicitor has unlawfully marketed any of the Advisory Contractsservices of any Seller Entity or unlawfully marketed or sold any interest in any Fund and there are no outstanding claims against any Seller Entity with respect to such marketing or sale. (i) Any of the Seller Entities which distributes or markets its services or any interests in any of the Funds by or through any intermediary, placement agent, distributor or solicitor, and to the Knowledge of Seller, any of the Funds which uses the marketing services of such Persons, before entering into any agreement with such Person, takes commercially reasonable efforts to provide such Person with all the relevant information that it requests to market the services, interests and Funds in the fashion agreed. (j) The names and addresses of Clients (which, for the avoidance of doubt, in the case of any Fund shall include both such Fund and each of the investors therein falling within the definition of “Client”) set forth in the books and records of the Seller Entities are accurate and complete (and correctly reflect the factual information relating to the underlying Client in interest) in all material respects. All account statements and similar materials of the Seller Entities are correct and complete in all material respects, have been mailed to the name and address on record with the Seller Entities for each account of such Clients. All post office box or “care of” designations to which any account statements or similar materials are mailed have been (and are) requested by the applicable underlying Client in interest. (k) No Seller Entity is or has been party to or subject to, in any such case for its own benefit, any directed brokerage or “soft dollar” arrangements, and if any Seller Entity or Controlled Affiliate has as its Client any Person which is a party to such arrangements, trades for that Client are not aggregated with trades on behalf of other Clients and are made in material compliance with the directed brokerage requirements of such Client.

Assets Under Management. (a) The aggregate dollar amount of assets under management AUM by the Company or any of its Subsidiaries Group as of November 30, 2009 (the “Base Date Date”) is accurately set forth on in Schedule 5.212.22(a) of the Seller Disclosure Schedule. Set forth on in Schedule 5.21(a)(i2.22(a) of the Seller Disclosure Schedule is a list as of the Base Date of all Advisory ContractsAgreements, setting forth with respect to each such Advisory Contract Agreement as of the Base Date: (i) the The name of the Advisory Client or Fund under such Advisory Contract, indicating any such Advisory Client that is (A) the Company, a Subsidiary of the Company, a Seller or an Immediate Family Member of any Seller, (B) an Affiliate of the Company, any of the Sellers or an Immediate Family Member of any Seller, (C) a director, officer or employee of any of the foregoing, or (D) a trust or collective investment vehicle in which any of the foregoing is a holder of a beneficial interest (any of the foregoing Advisory Clients described in clauses (A)-(D), a “Related Advisory Client”)Agreement; (ii) The state (or, if such Client is not a U.S. citizen, the amount country) of assets under management which such Client is a citizen or resident (in the case of individuals) or domiciled (in the Company pursuant to such Advisory Contract at the Base Date and any amounts thereof not subject to fees and carried interestscase of entities); (iii) The amount of AUM by the Company Group pursuant to such Advisory Agreement as of the Base Date; (iv) (A) the The fee payable schedule in effect with respect to such Advisory Contract Agreement (including identification of any applicable sub-components of such fees, e.g., investment management fees versus “wrap” fees that include other services, fees for any other services, etc., as applicable, but excluding, for the fees payable by each share class in each Fund) and avoidance of doubt, Performance Fees), (B) any other fees or compensation payable by the Advisory Client or Fund in connection with Investment Management Services investment management services provided by the Company and its Subsidiaries Group other than pursuant to such Advisory Contract, Agreement and (C) other than ordinary compensation and amounts paid pursuant to an Employee Plan, any fees or other payments required to be paid by the Company and its Subsidiaries, as applicable, Group to third parties or employees in connection with such Advisory Contract Agreement and/or the relationship with such Advisory Client; and; (ivv) if applicableThe method of obtaining consent required for the assignment or continuation under Applicable Laws and the terms of such Advisory Agreement by the Company Group of such Advisory Agreement resulting from the purchase and sale of the Transferred Shares (but not, for the avoidance of doubt, any limitation, waiver, cap or restriction on the amount payable pursuant to such Advisory Contract Restructuring Transactions) (including without limitation pursuant to any Contracts pursuant to which the Company, any Subsidiary of the Company or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce fees or charges payable under such Advisory Contract or by or with respect to the Advisory Client or Fund Client party thereto, as applicable), or changes in the amount of assets under management pursuant to such Advisory Contract as a result of deposits or withdrawals made by the applicable Advisory Client or Fund Client (orlimitation, in the case of the Registered Fund or a Non-Registered Fund, a statement of any Advisory Clients that are collective investment vehiclesconsent or approval required from the shareholders, deposits owners, members or withdrawals made in partners of such Registered Fund or Non-Registered Fund with respect thereto under Applicable Laws and such Advisory ClientAgreement), so that, assuming such scheduled consent and/or approval is obtained, such Advisory Agreement will be duly and validly authorized and approved under all Applicable Laws and the terms of any contracts, agreements and other instruments relating thereto, and such Advisory Agreement will be in each full force and effect between the applicable member of the Company Group and such Client (or the investment adviser thereto, in the case from of the Registered Fund or a Non-Registered Fund, if applicable) as of immediately following the Closing (and not have been breached as a result thereof); and (vi) The Advisory Agreement Value of such Advisory Agreement as of (A) the Base Date and (B) the Calculation Date (for purposes of delivery of the Updated Schedule 2.22(a) pursuant to this Agreement prior to Closing); provided that (x) for presentation purposes only, (1) the Closing Date. AUM of a Non-Registered Fund that is attributable to an investor who has a separate fee schedule with respect to such Non-Registered Fund shall be reflected as AUM of such investor and not of such Non-Registered Fund and (b2) Except the fee schedule of a Non-Registered Fund shall reflect the stated fee rate payable under the Advisory Agreement between the Non-Registered Fund and the Company Group and the portion of the fee schedule of a Non-Registered Fund that is attributable to an investor who has a separate fee schedule with respect to such Non-Registered Fund shall be reflected as set forth on Schedule 5.21(bthe fee schedule of such investor and not of such Non-Registered Fund, (y) notwithstanding the immediately preceding clause (x), for purposes of determining the Advisory Agreement Value with respect to any such Non-Registered Fund or separate account Client for purposes of Sections 1.1(d), 1.1(e), 1.3 and 5.1(c), the Advisory Agreement Value of such Non-Registered Fund shall reflect (1) the total AUM of such Non-Registered Fund (including the AUM attributed to any investor referred to in the immediately preceding clause (x)(1)) (and the AUM (if any) of any such investor shall not reflect such amount so included) and (2) the fee rate actually paid by each investor therein (including the fee rate of any investor referred to in the immediately preceding clause (x)(2)) and (z) any AUM of any Non-Registered Fund that is a feeder fund shall be reflected in the AUM of the related master fund. The AUM and associated Advisory Agreement Value with respect to a Non-Registered Fund that has a management agreement with one member of the Company Group and another management or advisory agreement with others members of the Company Group, which in each case relate to the same Non-Registered Fund, is shown once in schedule 2.22(a). Except as specifically described in Schedule 2.22(a) of the Seller Disclosure Schedule by express disclosure thereon relating to a particular Advisory ContractAgreement, there are no contracts, agreements, arrangements or understandings pursuant to which any member of the Company, any of its Subsidiaries Company Group or any employee of the Sellers Company Group has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce any or all management fees or charges payable by or with respect to any of the Advisory Clients set forth on in Schedule 5.21(b2.22(a) of the Seller Disclosure Schedule or pursuant to any of the Contracts contracts set forth on in Schedule 5.21(b)2.22(a) of the Seller Disclosure Schedule. Except as is set forth on Exhibit GAs of the date hereof, the Company has not received notice from any Advisory no Client of the Company Group (or, in the case of Advisory Clients a Client that are collective investment vehiclesis a Non-Registered Fund, an underlying investors or beneficiaries investor therein) has, as applicable) expressing an intention to terminate or reduce its investment relationship with the Knowledge of the Seller, notified any member of the Company Group or any employee of the Company Group (or, in the case of an investor, a Non-Registered Fund) that such Client (or investor) will reduce or withdraw any of its Subsidiaries committed capital or adjust the fee schedule with respect to any its Advisory Agreement or other contract with the Company Group (or in the case of an investor in a Non-Registered Fund, adjust the fees payable with respect to its investment) in a manner which would reduce the fees or other payments to the Company thereunder (including after giving effect to the Closing). No member of the Company Group provides investment management services to any Person other than pursuant to a written Advisory Agreement listed in Schedule 2.22(a) of the Seller Disclosure Schedule. (b) Each Client to which the Company Group provides investment management services as an “investment manager” within the meaning of Section 3(38) of ERISA and that has represented to the Company Group that it is (i) an employee benefit plan, as defined in Section 3(3) of ERISA that is subject to Title I of ERISA or Section 4975 of the Code, (ii) a person acting on behalf of such a plan or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (any such plan, person or entity, an “ERISA Client”) has been managed by the Company Group such that the Company Group in the provision of such services is in compliance in all material respects with the applicable requirements of ERISA and Section 4975 of the Code. Schedule 2.22(a) of the Seller Disclosure Schedule identifies each Client that is an ERISA Client with a footnote to that effect. Plymouth USA is a qualified professional asset manager (a “QPAM”) (as such term is used in Prohibited Transaction Class Exemption 84-14) (the “QPAM Exemption”) and, to the extent Plymouth USA has relied upon the QPAM Exemption for any transaction negotiated by or under the authority and general direction of Plymouth USA as a QPAM, the QPAM Exemption is applicable to such transaction. Plymouth USA is not disqualified from relying on the QPAM Exemption with respect to such transactions due to the application of Section I(e) or Section I(g) of the QPAM Exemption. (c) Other than with respect to the Registered Fund or acting as the general partner of a Non-Registered Fund or controlling the bank accounts of or for the benefit of a Non-Registered Fund, at no time during the past five years has any member of the Company Group had “custody” of client funds within the meaning of Rule 206(4)-2 under the Advisers Act or any other similar Applicable Laws. (d) To the Knowledge of Seller, no Client (including, in the case of any Non-Registered Fund, any investor therein) has provided written notice to the Company Group of any dispute such Client (or investor) has with the Company Group as of the date of this Agreement, except for those disputes that would not be material to the Company Group, taken as a whole. (e) No exemptive orders, “no-action” letters or similar exemptions or regulatory relief have been obtained, nor are any requests pending therefor, by or with respect to the Company Group or any officer, director or employee thereof (in each case, in connection with the business of the Company Group or the Registered Fund or any Non-Registered Fund) or any Client of the Company Group (in connection with the provision of investment management services to such Client by the Company Group). (f) With respect to each Client, each investment made by the Company Group on behalf of such Client has been made in all material respects in accordance with such Client’s investment policies, guidelines and restrictions set forth in (or otherwise provided to the Company Group) or pursuant to or in connection with its Advisory Agreement in effect at the time the investments were made (and, with respect to the Registered Fund and the Non-Registered Funds, each investment has been made in all material respects in accordance with such Client’s investment policies, guidelines and restrictions set forth in its offering documents, constituent documents and marketing materials, in each case as in effect at the time the investments were made), and has been held thereafter in accordance with such investment policies, guidelines and restrictions in all material respects. (g) The amount of AUM by the Company Group as of the Base Date of each Related Client relationship. Except as is set forth on Schedule 5.21(b), none 2.22(g) of the CompanySeller Disclosure Schedule, indicating with respect to each such Related Client the Sellers or provides Investment Management Services amount of AUM invested in any Non-Registered Fund. The parties agree that representations and warranties set forth in this Article II shall not apply to any Person (other than their respective Immediate Families Members) other than pursuant to an Advisory Contract, and none of the Sellers (Restructuring Transactions or any of their respective Immediate Family Members matter related thereto or Affiliates, other than the Company) are parties to any of the Advisory Contractsentity formed in connection therewith.

Assets Under Management. (a) The aggregate dollar amount of assets under management by the Company or any of its Subsidiaries Seller as of the Base Date is February 28, 2003 are accurately set forth on in Schedule 5.213.17. Set forth on in Schedule 5.21(a)(i) 3.17 is a list as of the Base Date February 28, 2003 of all Advisory ContractsAgreements, setting forth with respect to each such Advisory Contract as of the Base DateAgreement: (i) the name of the Advisory Client or Fund under such Advisory ContractAgreement, indicating any such Advisory Client that is (A) the Company, a Subsidiary of the Company, a Seller or an Immediate Family Member of any Seller, (B) an Affiliate of the Company, any of the Sellers or an Immediate Family Member of any Seller, (C) a director, officer or employee of any of the foregoing, or (D) a trust or collective investment vehicle in which any of the foregoing is a holder of a beneficial interest (any of the foregoing Advisory Clients described in clauses (A)-(D), a “Related Advisory Client”); (ii) the amount of assets under management of the Company pursuant to such Advisory Contract at the Base Date and any amounts thereof not subject to fees and carried interests; (iii) (A) the fee payable schedule in effect with respect to such Advisory Contract Agreement (including the identification of any applicable sub-components of such fees, e.g., investment management fees, fees payable by each share class in each Fund) and (B) for any other fees payable by the Advisory Client or Fund in connection with Investment Management Services provided by the Company and its Subsidiaries other than pursuant to such Advisory Contractservices, and (C) any fees or other payments required to be paid by the Company and its Subsidiariesetc., as applicable, to third parties in connection with such Advisory Contract and/or the relationship with such Advisory Client); and (iviii) if applicable, any limitation, waiver, cap or restriction on the amount payable pursuant to such Advisory Contract (including without limitation pursuant to any Contracts pursuant to which the Company, any Subsidiary of the Company or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce fees or charges payable under such Advisory Contract or by or with respect to the Advisory Client or Fund Client party thereto, as applicable), or changes in the The amount of assets under management pursuant to such Advisory Contract as a result of deposits or withdrawals made by the applicable Advisory Client or Fund Client (or, in the case of any Advisory Clients that are collective investment vehicles, deposits or withdrawals made in such Advisory Client), in each case from the Base Date to the Closing Date. (b) Agreement. Except as set forth on in Schedule 5.21(b) with respect to a particular Advisory Contract3.17, there are no contracts, agreements, arrangements or understandings pursuant to which the Company, any of its Subsidiaries or any of the Sellers Seller has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce any or all fees or charges payable by or with respect to any of the Advisory Clients set forth on in Schedule 5.21(b) 3.17 or pursuant to any of the Contracts contracts set forth on in Schedule 5.21(b)3.17. Except as is set forth on Exhibit Gin Schedule 3.17, to the Company has not received notice from any knowledge of Seller, as of the date hereof, no Advisory Client of the Company (or, in the case of Advisory Clients that are collective investment vehicles, underlying investors or beneficiaries therein, as applicable) expressing Seller has expressed to Seller an intention to terminate or materially reduce its investment relationship with the Company or any of its Subsidiaries relationship, or adjust the fee schedule with respect to any contract Advisory Agreement in a manner which would reduce the fees or other payments payable to the Company Seller. (including after giving effect to the Closingb) in connection with such Advisory Client relationship. Except as set forth in Schedule 3.17, Seller has no Advisory Agreement or other arrangement with respect to which amounts payable to Seller are based on Schedule 5.21(b), none performance or otherwise provide for compensation on the basis of the Company, the Sellers a share of capital gains upon or capital appreciation of any Advisory Client. (c) Each Advisory Client to which Seller provides Investment Management Services that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a person acting on behalf of such a plan or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (an "ERISA Client") has been managed by the Company such that the Company in the exercise of management is in compliance in all material respects with the applicable requirements of ERISA. The Company is not disqualified from acting as a professional asset manager (as such term is used in Prohibited Transaction Class Exemption 84-114) under any applicable law or regulation. (d) Seller does not provide Investment Management Services to (i) any issuer or other Person that is an investment company (within the meaning of the Investment Company Act), (ii) any issuer or other Person that would be an investment company (within the meaning of the Investment Company Act) but for the exemptions contained in Section 3(c)(1), Section 3(c)(7), the final clause of Section 3(c)(3) (common trust funds) or the third or fourth clauses of Section 3(c)(11) (single or collective trusts for qualified plans) of the Investment Company Act, or (iii) any issuer or other Person that is or is required to be registered under the laws of the appropriate securities regulatory authority in the jurisdiction in which the issuer is domiciled (other than their respective Immediate Families Membersthe United States or the states thereof), which is or holds itself out as engaged primarily in the business of investing, reinvesting or trading in securities. (e) other than pursuant To the knowledge of Seller, no controversy or disagreement exists between Seller and any Advisory Client of Seller that has had or would reasonably be expected to an Advisory Contracthave a material adverse effect on Buyer. (f) No exemptive orders, and none of the Sellers ("no-action" letters or similar exemptions or regulatory relief have been obtained, nor are any requests pending therefor, by or with respect to Seller or any officer, director, shareholder or employee of their respective Immediate Family Members Seller, in connection with the business of Seller, or Affiliates, other than the Company) are parties by or with respect to any Advisory Client of Seller in connection with the provision of Investment Management Services to such Advisory ContractsClient.

Assets Under Management. (a) The aggregate dollar amount of assets under management by the Company or any of its Subsidiaries as of the Base Date is accurately set forth on Schedule 5.21. Set forth on in Schedule 5.21(a)(i4.4(a) is a list as of the Base Date of all Investment Advisory ContractsAgreements, setting forth the following with respect to each such Investment Advisory Contract as of the Base DateAgreement: (i) the The name of the Advisory Client or Fund under such Investment Advisory Contract, indicating any such Advisory Client that is (A) the Company, a Subsidiary of the Company, a Seller or an Immediate Family Member of any Seller, (B) an Affiliate of the Company, any of the Sellers or an Immediate Family Member of any Seller, (C) a director, officer or employee of any of the foregoing, or (D) a trust or collective investment vehicle in which any of the foregoing is a holder of a beneficial interest (any of the foregoing Advisory Clients described in clauses (A)-(D), a “Related Advisory Client”);Agreement. (ii) The state (or, if such Client is not a U.S. citizen, the country) of which such Client is a citizen or resident (in the case of individuals) or domiciled (in the case of entities). (iii) The amount of net assets under management of by the Company Hatteras Group pursuant to such Investment Advisory Contract at Agreement as of the Base Date and any amounts thereof not subject to fees and carried interests;the nature of the Investment Management Services (i.e., whether discretionary or non-discretionary) provided. (iiiiv) (A) the The fee payable schedule in effect with respect to such Investment Advisory Contract Agreement (including the identification of any applicable sub-components of such fees, e.g., investment management fees payable by each share class in each Fund) versus fees that include other services, fees for any other services, etc., as applicable), and (B) a description of any other fees or allocations payable by the Advisory Client or Fund in connection with Investment Management Services provided by the Company and its Subsidiaries other than pursuant to such Advisory Contract, and (C) any fees or other payments required to be paid by the Company and its Subsidiaries, as applicable, to third parties in connection with such Advisory Contract and/or the relationship with such Advisory Client; andHatteras Group. (ivv) if applicable, any limitation, waiver, cap or restriction on the amount payable pursuant to Any fee changes under such Investment Advisory Contract Agreement (including without limitation pursuant to through any Contracts pursuant to which the Company, any Subsidiary of the Company fee waiver or any of the Sellers has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce fees or charges payable under such Advisory Contract or by or with respect to the Advisory Client or Fund Client party thereto, as applicablereimbursement obligation), or changes in the amount of net assets under management pursuant to such Investment Advisory Contract Agreement as a result of deposits subscriptions or withdrawals made by the applicable Advisory Client or Fund Client (or, in the case of any Advisory Clients that are collective investment vehicles, deposits or withdrawals made investors in such Advisory Client), in each case from the Base Date to the Closing Datedate of this Agreement. (b) Except as set forth on described in Schedule 5.21(b4.4(b) with respect by express disclosure thereon relating to a particular Investment Advisory ContractAgreement, there are no contracts, agreements, arrangements or understandings Contracts pursuant to which the Companyany Hatteras Group member, any of its Subsidiaries or any of their respective Affiliates or any employee of any of the Sellers foregoing Persons, has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce any or all fees or charges payable by or with respect to any of the Advisory Clients set forth on in Schedule 5.21(b4.4(a) or pursuant to any of the Contracts set forth on in Schedule 5.21(b4.4(a). Except As of the date of this Agreement, except as is set forth on Exhibit GSchedule 4.4(b), the Company has not received notice from any Advisory no Client of any Hatteras Group member has expressed in writing to any Hatteras Group member or any of their respective Affiliates or any employee of any of the Company (orforegoing Persons, in the case of Advisory Clients that are collective investment vehicles, underlying investors or beneficiaries therein, as applicable) expressing an intention to terminate or reduce its investment relationship in any material respect with the Company or any of its Subsidiaries Hatteras Group member or adjust the fee schedule with respect to any contract Contract in a manner which would reduce the fees or other payments to the Company (including after giving effect to the Closing) in connection with such Advisory Client relationship. Except as set forth on Schedule 5.21(b), none None of the Company, the Sellers or Hatteras Group members provides Investment Management Services to any Person (other than their respective Immediate Families Members) other than pursuant to a written Investment Advisory Agreement with the Hatteras Group set forth in Schedule 4.4(a). (c) Except as described in Schedule 4.4(c), the Hatteras Group has no Clients with respect to which fees are based on performance or otherwise provide for compensation on the basis of a share of capital gains upon or capital appreciation of the funds (or any portion thereof) of such Client. With respect to each Client described on Schedule 4.4(c), to the knowledge of the Hatteras Sellers, such Client and each investor in such Client is a “qualified client” as defined under Rule 205-3(d)(1) under the Investment Advisers Act. (d) Each Client to which the Hatteras Group provides Investment Management Services that is (i) an Advisory Contractemployee benefit plan, as defined in Section 3(3) of ERISA that is subject to Title I of ERISA or Section 4975 of the Code, (ii) a person acting on behalf of such a plan, or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an “ERISA Client”), has been serviced by the Hatteras Group such that the Hatteras Group in the provision of such services is in compliance in all material respects with the applicable requirements of ERISA and Section 4975 of the Code. Schedule 4.4(d) identifies each Client that is an ERISA Client with a footnote to that effect. Hatteras Investment Partners LLC (“HIP”) is a qualified professional asset manager (a “QPAM”) (as such term is used in Prohibited Transaction Class Exemption 84-14, as amended) (the “QPAM Exemption”). The QPAM Exemption is currently available with respect to transactions negotiated by or under the authority and general direction of HIP and HIP is not disqualified from relying on the QPAM Exemption with respect to such transactions due to the application of Section I(e) or Section I(g) of the QPAM Exemption. (e) Any Client that is a Registered Fund is identified as such on Schedule 4.4(a) with a note to that effect. Any Client that is a Private Fund is identified as such on Schedule 4.4(a) with a note to that effect. (f) Other than the Registered Funds and Private Funds identified on Schedule 4.4(a) and except as set forth on Schedule 4.4(f), (i) the Hatteras Group does not provide (and at no time since January 1, 2010 has provided) Investment Management Services to or through (A) any issuer or other Person that is an investment company (within the meaning of the Investment Company Act), (B) any issuer or other Person that would be an investment company (within the meaning of the Investment Company Act) but for the exemptions contained in Section 3(c)(1), Section 3(c)(7), the final clause of Section 3(c)(3) or the third or fourth clauses of Section 3(c)(11) of the Investment Company Act, (C) any issuer or other Person that is or is required to be registered under the laws of the appropriate securities regulatory authority in the jurisdiction in which the issuer is domiciled (other than the United States or the states thereof), which is or holds itself out as engaged primarily in the business of investing, reinvesting or trading in securities, and (ii) none of the Sellers Hatteras Group members serves (or at any time has served) as general partner, managing member, manager or sponsor to any such Person. No Private Fund is, or at any time since its inception was, required to register as an investment company under the Investment Company Act. (g) To the knowledge of the Hatteras Sellers and except as set forth in Schedule 4.4(g), no material controversy or disagreement exists between any Hatteras Group member and any Client thereof as of the date of this Agreement. (h) Except as set forth in Schedule 4.4(h), no exemptive orders, “no-action” letters or similar exemptions or regulatory relief have been obtained, nor are any requests pending therefor, by or with respect to (i) any Hatteras Group member, (ii) any other officer, member of the board of managers, partner or employee of the Hatteras Group members, or (iii) any Client of the Hatteras Group (in connection with the provision of Investment Management Services to such Client by the Hatteras Group). (i) With respect to each Client, true and complete copies of the current offering documents and any documents related thereto of such Client have been provided to Purchaser by the Hatteras Sellers prior to the date hereof. (j) With respect to each Client, each investment made by the Hatteras Group on behalf of such Client has been made in all material respects in accordance with such Client’s investment policies, guidelines and restrictions set forth in (or otherwise provided to the Hatteras Group pursuant to or in connection with) its Investment Advisory Agreement in effect at the time the investments were made (and, with respect to each Client that is a collective investment vehicle, each investment has been made in all material respects in accordance with such Client’s investment policies, guidelines and restrictions set forth in its offering documents, organizational documents and marketing materials, in each case as in effect at the time the investments were made), and has been held thereafter in all material respects in accordance with such investment policies, guidelines and restrictions. (k) Any of the Hatteras Group members that distributes or markets its services or interests, as appropriate, by or through any intermediary, or which delegates to or appoints any investment managers or advisers, sub-advisers or other third parties, or which outsources the conduct of any part of its services to third parties, undertakes reasonable efforts to perform due diligence and ongoing monitoring in relation to the delegation to or appointment and activities of the intermediary, investment managers, adviser, sub-adviser or third party, as applicable, to determine that those activities are conducted in all material respects in accordance with Applicable Laws and regulations affecting such Hatteras Group member, as appropriate. (l) To the knowledge of the Hatteras Sellers, no intermediary, delegate or appointee has unlawfully marketed any of their respective Immediate Family Members the services of any Hatteras Group member or Affiliatesunlawfully marketed or sold any interest in any Fund and as of the date hereof there are no outstanding claims against any Hatteras Group member with respect to such marketing or sale. (m) All performance information provided, presented or made available by a Hatteras Group member to any Client or potential client or with respect to any Fund has complied in all material respects with Applicable Law. Each Hatteras Group member maintains all documentation reasonably necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by Applicable Law. To the knowledge of the Hatteras Sellers, any investment performance earned by any Person at a firm other than the Company) are parties Hatteras Group members and presented by a Hatteras Group member as its business performance has complied in all material respects with Applicable Law. Each member of the Hatteras Group has, to the extent required, complied with FINRA Rule 5123 and such other FINRA Conduct Rules as may be applicable with respect to any offering documents or marketing materials utilized by any member of the Advisory ContractsHatteras Group. (n) Since January 1, 2010, there has existed no material pricing error for any Fund or Client account that has not been addressed in a manner consistent with applicable SEC staff guidance.