Common use of Business; Registrations Clause in Contracts

Business; Registrations. (a) The Company and its Subsidiaries have at all times since their respective formations been engaged solely in the business of providing Investment Management Services. (b) The Company has at all times as required by applicable Law been duly registered as an investment adviser under the Advisers Act. Each of the Company is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the material aspects of its business. The Company has delivered or made available, to the extent not publically available, to the Buyer true and complete copies of its most recent Form ADV, as amended to date, and all of their other foreign and domestic registration forms, likewise as amended to date. The information contained in such forms was true and complete in all material respects at the time of filing and the Company has made all amendments to such forms as it is required to make under applicable Laws, as applicable. The Company’s investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities in order for them to conduct the business presently conducted by the Company and such representatives in the manner presently conducted. (c) None of the Company, the Sellers or, to the Knowledge of the Company, any other Person “associated” (as defined under the Advisers Act) with the Company, has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Company, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. (d) None of the Company, any of its Subsidiaries or any of its representatives (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 2009, neither the Company nor or any of its Subsidiaries has been a “broker” or “dealer” within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d), since January 1, 2009, neither the Company nor any of its Subsidiaries has at any time been a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, is registered or required to be registered as a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth on Schedule 5.23(d), no Person other than employees of the Company renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries or solicits Advisory Clients with respect to the provision of Investment Management Services by the Company or any of its Subsidiaries. (e) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a Code of Ethics which complies, and has complied since January 1, 2009, in all material respects with all applicable provisions of Section 204A of the Advisers Act, and a true and complete copy of which, as in effect on the date hereof, has been delivered to the Buyer prior to the date hereof. All employees of the Company and its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized in the Company’s most recent Form ADV or incorporated by reference therein, and such disclosure is sufficient to comply, in all material respects, with the requirements of Form ADV. To the Knowledge of the Company, there have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policies.

Business; Registrations. (a) The Company and its Subsidiaries have at all times has, since their respective formations February 11, 1983 been engaged solely in the business of providing Investment Management Services. (b) The Company has at all times as required by applicable Law since February 11, 1983 been duly registered as an investment adviser under the Advisers Act. Each of the The Company is duly registered, licensed and qualified as an investment adviser or has provided notice of operation as, an investment adviser in all jurisdictions where such registration, licensing, qualification or notice is required in order to conduct their business and where the failure to be so registered, licensed or qualified or to have provided notice could reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all foreign, federal and state laws requiring registration, licensing, qualification or notice of operation as, an investment adviser and have currently effective notice filings in each of the jurisdictions listed in Schedule 3.17(b). The Company has delivered to the Buyer, true and complete copies of the most recent Forms ADV of the Company as amended to date, and has made available copies of all foreign and state registration forms, in each case as amended to date. The information contained in such forms was true and complete at the time of filing and the Company has made all amendments to such forms as are required under any Applicable Law. At all times in connection with its federal registration as an investment adviser, the Company has maintained, and currently maintains, a Form ADV that complies in all material respects with Applicable Law. At no point during this period has the Company’s Form ADV (including its current Form ADV) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading. (c) The Company, its Subsidiaries and their respective personnel validly possess all Permits required from foreign, federal, state or local authorities in order for them to conduct the businesses presently conducted by the Company and its Subsidiaries in the manner presently conducted. Neither the Company or any of its Subsidiaries nor any of their respective personnel is subject to any material limitation imposed in connection with one or more of the Permits. (d) WSC is and has, since October 10, 1984 been a member in good standing of the NASD and duly registered as a broker-dealer under the Exchange Act, and is and has, since September 9, 2002, been registered and a member in good standing of the MSRB. WSC is duly registered, licensed and qualified as a broker-dealer in all jurisdictions where such registration, licensing or qualification is required in order to conduct its business and where the material aspects failure to be so registered, licensed or qualified could have a Material Adverse Effect. WSC and its employees do not hold any registrations, memberships or similar membership privileges with any national securities exchange, board of trade, commodities exchange, clearing corporation or association, securities dealers association or similar institutions other than the NASD and MSRB, and neither the Company nor any of its businessSubsidiaries other than WSC holds any registrations, memberships or similar membership privileges with any national securities exchange, board of trade, commodities exchange, clearing corporation or association, securities dealers association or similar institutions. The Company has delivered or made available, to the extent not publically available, to the Buyer a true and complete copy of each agreement with respect to such registration, membership or privileges and each such agreement is a valid and binding agreement of WSC, enforceable in accordance with its terms. WSC is in compliance in all material respects with all Applicable Laws requiring registration, licensing or qualification as a broker-dealer, including without limitation all net capital requirements, and has currently effective notice filings in each of the jurisdictions listed in Schedule 3.17(b). (e) The Company has delivered to the Buyer or its representatives, true and complete copies of its WSC’s most recent Form ADVBD, as amended to date, and has made available copies of all of their other foreign and domestic state registration forms, likewise as amended to date. The information contained in such forms was true and complete in all material respects at the time of filing and the Company WSC has made all amendments of a material nature to such forms as it are required under any Applicable Laws. The information contained in WSC’s most recent Form BD, as amended to date, is true and complete in all material respects. (f) Schedule 3.17(f) contains a complete list of (i) each Person who is, or who is required to make under applicable Lawsbe, registered in connection with the business of the Mutual Funds, the Real Estate Partnerships, the Company or any of its Subsidiaries as applicable. The Company’s an investment adviser representatives (as such term is defined in Rule 203A-3(a) under representative within the meaning of the Advisers Act, an associated person within the meaning of the Exchange Act, or an insurance agent under other Applicable Laws, (ii) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) Permits required from all any Governmental Authorities Authority to be held by such Persons in order for them to conduct connection with either the business presently conducted Investment Management Services or Brokerage Services rendered by the Company or any of its Subsidiaries to or on behalf of the Mutual Funds or the Real Estate Partnerships, or solicitation of broker-dealers, banks and other institutions for the purpose of distributing Mutual Fund or the Real Estate Partnerships, and (iii) all professional licenses and registrations required to be held by such representatives Persons in the manner presently conductedconnection with such Investment Management Services or Brokerage Services. (cg) None Neither the Company or any of the Company, the Sellers orits Subsidiaries nor, to the Knowledge knowledge of the Company, any other Person “associated” (as defined under both the Investment Company Act and the Advisers Act) with the CompanyCompany or any of its Subsidiaries, has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denialdenying, suspension suspending or revocation of revoking registration of an any investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunderAct, or ineligibility to serve as an associated person of an any investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge knowledge of the Company, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. (dh) None of the Company, any of its Subsidiaries or any of its representatives (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 2009, neither the Company nor or any of its Subsidiaries has been a “broker” or “dealer” within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d), since January 1, 2009, neither Neither the Company nor any of its Subsidiaries has at any time been is a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company. None of Neither the Company or any of the its Subsidiaries or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, employees is registered or required to be registered as a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD Association or the securities commission of any state or any self-regulatory bodyorganization. Except as set forth on Schedule 5.23(d), no No Person other than employees a full-time employee of the Company or one of its Subsidiaries renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries of, or solicits Advisory Clients Persons with respect to to, the provision of Investment Management Services by by, the Company or any of and its Subsidiaries. (ei) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts only place of interest and a Code business (within the meaning of Ethics which complies, and has complied since January 1, 2009, in all material respects with all applicable provisions of Section 204A of Rule 203A-3(b) under the Advisers Act, and a true and complete copy of which, as in effect on the date hereof, has been delivered to the Buyer prior to the date hereof. All employees ) of the Company and its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized in the Company’s most recent Form ADV or incorporated by reference thereinis located at 40 Xxxxxxx Xxxxxx, and such disclosure is sufficient to complyWellesley, in all material respects, with the requirements of Form ADV. To the Knowledge of the Company, there have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policiesMassachusetts 02481.

Business; Registrations. (a) The Company and its Subsidiaries have DCM has at all times since their respective formations its inception been engaged solely in the business of providing Investment Management Services, and neither the Company nor any of its other Subsidiaries is or has been engaged in such business or activities requiring it to register as an investment advisor under applicable Requirements of Law, including the Advisers Act. (b) The Company DCM has at all times as since January 28, 1997 and at all times that it has been required by applicable Law to do so, been duly registered as an investment adviser under any applicable Requirements of Law, including the Advisers Act. Each of the Company such federal and state registration is and at all times has been in full force and effect. DCM is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the conduct, and is material aspects of to, its business. The Company has Sellers have delivered or made available, to the extent not publically available, to the Buyer Purchaser true and complete copies of its DCM's most recent Form ADV, as amended to date, and all of their DCM's other material foreign and domestic registration formsforms or notice filings, likewise as amended to date. The information contained in such forms was true and complete in all material respects at the time of filing and the Company has DCM and its Affiliates have made all material amendments to such forms as it is they are required to make under applicable Laws, as applicableRequirements of Law. The Company’s DCM and each of its investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have have, and immediately after the Closing, DCM and its investment adviser representatives will have, all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) Material Permits required from all any Governmental Authorities Authority in order for them to conduct the business businesses presently conducted by the Company DCM and such representatives in the manner presently conducted. DCM is duly registered as a commodity trading adviser, a commodity pool operator and a futures commission merchant under the Commodity Exchange Act and under applicable state statutes, in each case to the extent required under applicable Requirements of Law. The Sellers have made available to the Purchaser true and complete copies of all material documents related to DCM's registration, if any, as a commodity trading adviser, a commodity pool operator and a futures commission merchant. Neither DCM nor any of its representatives is subject to any material limitation imposed in connection with one or more of the Material Permits. DCM has not been a "broker" or "dealer" within the meaning of the Exchange Act at any time since its inception. Neither DCM nor any of its directors, officers or employees is registered or required to be registered as a broker or dealer, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth in Section 3.20(b) of the Disclosure Letter, no Person other than DCM renders Investment Management Services to Clients of DCM or, on DCM's behalf, solicits Clients with respect to the provision of Investment Management Services by DCM. (c) None of the Company, the Sellers or, to To the Knowledge of the Companysuch Seller, any other Person “no person "associated” " (as defined under the Advisers Act) with the Company, DCM has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Companysuch Seller, there is no proceeding or investigation Claim that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. (d) None of the Company, any of its Subsidiaries or any of its representatives (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 2009, neither the Company nor or any of its Subsidiaries has been a “broker” or “dealer” within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d), since January 1, 2009, neither the Company nor any of its Subsidiaries has at any time been a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, is registered or required to be registered as a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth on Schedule 5.23(d), no Person other than employees of the Company renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries or solicits Advisory Clients with respect to the provision of Investment Management Services by the Company or any of its Subsidiaries. (e) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a Code of Ethics which complies, and has complied since January 1, 2009, in all material respects with all applicable provisions of Section 204A of the Advisers Act, and a true and complete copy of which, as in effect on the date hereof, has been delivered to the Buyer prior to the date hereof. All employees of the Company and its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized in the Company’s most recent Form ADV or incorporated by reference therein, and such disclosure is sufficient to comply, in all material respects, with the requirements of Form ADV. To the Knowledge of the Company, there have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policies.

Business; Registrations. (a) The Company and its Subsidiaries (other than the Fund) have at all times since their respective formations been engaged solely in the business of providing Investment Management Services. (b) The Each of the Company and AS Management has at all times as required by applicable Law since December, 1984 been duly registered as an investment adviser under the Advisers Act. Each of the Company and AS Management is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the material aspects of its business. The Company has delivered or made available, to the extent not publically available, available to the Buyer true and complete copies of its and AS Management’s most recent Form ADV, as amended to date, and all of their other foreign and domestic registration forms, likewise as amended to date. The information contained in such forms was true and complete in all material respects at the time of filing and the Company and AS Management has made all amendments to such forms as it is required to make under applicable Laws, as applicable. The Company’s and AS Management’s investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities in order for them to conduct the business presently conducted by the Company and such representatives in the manner presently conducted. All of the Licenses currently held by the Company or any of the Sellers or any other member of the board of managers, officer or employee of the Company, are identified on Schedule 6.22(b) hereto opposite the respective names of the Persons holding such Licenses. (c) None of the Company, the Sellers Sellers, Sosnoff or, to the Knowledge of the Company, any other Person “associated” (as defined under the Advisers Act) with the Company, has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Company, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. (d) None of the Company, any of its Subsidiaries or any of its representatives (including without limitation Sosnoff and the Sellers) is subject to any material limitation imposed in connection with one or more of the LicensesLicenses required to be identified on Schedule 6.22(d) hereto. Since January 1, 20092007, neither the Company nor or any of its Subsidiaries has been a “broker” or “dealer” within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d), since Since January 1, 20092007, neither the Company nor any of its Subsidiaries has at any time been a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries Subsidiaries, Sosnoff or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, is registered or required to be registered as a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth on Schedule 5.23(d6.22(d), no Person person other than employees a full-time employee of the Company or AS Management renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries or solicits Advisory Clients with respect to the provision of Investment Management Services by the Company or any of its Subsidiaries. (e) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a Code of Ethics which complies, and for at least the thirty-six (36) months preceding the date hereof has complied since January 1, 2009complied, in all material respects with all applicable provisions of Section 204A of the Advisers Act, and a true and complete copy of which, as in effect on the date hereof, which has been delivered to the Buyer prior to the date hereof. All employees of the Company and its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized in the Company’s and AS Management’s most recent Form ADV or incorporated by reference therein, and such disclosure is sufficient to comply, in all material respects, with the requirements of Form ADV. To the Knowledge of the Company, there There have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policies.

Business; Registrations. (a) The Except for ZSC, which is also engaged in the business of providing Brokerage Services, each Company and its Subsidiaries have at all times since their respective formations been is engaged solely in the business of providing Investment Management ServicesServices and certain related businesses and activities and has not engaged in any other business or activity of any kind. No Company has sponsored or participated in the distribution by private offering or otherwise of any interests in any issuer, that would require it to register as an investment company (within the meaning of the Investment Company Act) but for the exceptions contained in Section 3(c)(1), the final clause of Section 3(c)(3), Section 3(c)(7) or the third or fourth clauses of Section 3(c)(11) of the Investment Company Act. (b) The Each Company has at all times that is required to be registered as required by applicable Law been an investment adviser is duly registered as an investment adviser under the Advisers Act. Each of the Company Act and is duly registered, licensed and or qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the material aspects of its business, except for failures to be so registered, licensed or qualified that do not have, either individually or in the aggregate, a Material Adverse Effect on the Companies. The Each Company is in compliance in all material respects with all applicable foreign, federal and state laws requiring registration, licensing or qualification as an investment adviser. Each Company that is required to be registered as an investment adviser has delivered or made availableavailable to Buyer true, to the extent not publically available, to the Buyer true correct and complete copies of its most recent Form ADV, as amended to date, and has made available true, correct and complete copies of all of their other foreign and domestic state registration forms, likewise as amended to date. The information contained in such forms was true true, correct and complete in all material respects aspects at the time of filing and the Company has made all amendments to such forms been amended or modified as it is required to make under by applicable Laws, as applicable. The Company’s investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities in order for them to conduct the business presently conducted by the Company and such representatives in the manner presently conductedlaw. (c) None of the Company, the Sellers or, to the Knowledge of the Company, No Company nor any other Person “associated” "affiliated person" (as defined under in the Advisers Investment Company Act) with the Company, has been convicted of any crime thereof is ineligible pursuant to Section 9(a) or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e9(b) of the Advisers Investment Company Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company company. No Company nor any "associated person" (as defined in the Advisers Act) thereof is ineligible pursuant to Section 9(a203 of the Advisers Act to serve as an investment adviser or as an associated person to a registered investment adviser. No Company nor any "associated person" (as defined in the Advisers Act) has been convicted of any crime or 9(bhas engaged in any conduct that would require disclosure under Rule 206(4)-4(a)(2) under the Advisers Act or under applicable state law. No Company nor any "associated person" (as defined in the Exchange Act) thereof is ineligible pursuant to Section 15(b) of the Investment Company Exchange Act or (iii) being ineligible to serve as a broker-dealer or as an associated person of to a registered broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Company, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocationdealer. (d) None Except as set forth on the Disclosure Schedule, the Companies have all permits, licenses, certificates of authority, orders and approvals of, and have made all filings, applications and registrations with, Governmental Entities (collectively, the "Licenses") that are required in order to permit them to carry on the Businesses as presently conducted and the absence of which would, individually or in the aggregate, have a Material Adverse Effect on the Companies; such Licenses are in full force and effect, except where the failure to be in full force and effect would not have a Material Adverse Effect on the Companies. (e) ZSC is a member in good standing of the Company, any of its Subsidiaries or any of its representatives (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 2009, neither the Company nor or any of its Subsidiaries has been NASD and duly registered as a “broker” or “dealer” within the meaning of -dealer under the Exchange Act. Except as set forth on Schedule 5.23(d)the Disclosure Schedule, since January 1ZSC is duly registered, 2009, neither the Company nor any of its Subsidiaries has at any time been a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, is registered or required to be registered licensed and qualified as a commodity trading adviserbroker-dealer in good standing in all jurisdictions where such registration, licensing or qualification is required in order to conduct its business, and the absence of such registration, license or qualification would have a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory bodyMaterial Adverse Effect. Except as set forth on Schedule 5.23(d)the Disclosure Schedule, no Person other than ZSC and its employees do not hold any registrations, memberships or similar membership privileges with any national securities exchange, board of the Company renders Investment Management Services to trade, commodities exchange, clearing corporation or on behalf association, securities dealers association or similar institution. A true, correct and complete copy of Advisory Clients of the Company or any of its Subsidiaries or solicits Advisory Clients each agreement with respect to each such registration, membership or privilege has been delivered or made available to Buyer and each such agreement is a valid and binding agreement of ZSC and the provision of Investment Management Services by the Company or any of applicable employee(s), enforceable in accordance with its Subsidiaries. (e) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a Code of Ethics which complies, and has complied since January 1, 2009, terms. ZSC is in compliance in all material respects with all applicable provisions foreign, federal and state laws requiring registration, licensing or qualification as a broker-dealer, including without limitation all net capital requirements. ZSC has delivered or made available to Buyer or its Representatives, true, correct and complete copies of Section 204A its most recent Form BD, as amended to date, and has made available copies of all foreign and state registration forms, likewise as amended to date. The information contained in such forms was true, correct and complete in all material respects at the time of filing and is true, correct and complete in all material respects. ZSC has delivered or made available to Buyer true, correct and complete copies of all of its FOCUS Reports since January 1, 1994. The information contained in such FOCUS Reports was true, correct and complete in all material respects at the time of filing and has been amended or modified as required by applicable law. (f) Each Equityholder and each other Person "associated" (as defined under the Advisers Act) with any Company has all Licenses that are required in connection with the conduct of the Businesses as presently conducted and the absence of which would have or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companies; such Licenses are in full force and effect, except where the failure to be in full force and effect would not have a Material Adverse Effect on the Companies. (g) As of their respective dates, the Regulatory Documents of the Companies, their Affiliates (excluding the Affiliated Investment Partnership Management Companies and the related investment partnerships and Watermark Securities, Inc.) and the Funds complied in all material respects with the requirements of the Securities Laws applicable to such Regulatory Documents, and none of such Regulatory Documents, as of their respective dates or as of such other dates as so required under the Securities Laws, contained any untrue statement of a true material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Companies have previously delivered or made available to Buyer a true, correct and complete copy of whicheach such Regulatory Document filed with the SEC after January 1, as in effect on the date hereof, has been delivered to the Buyer 1996 and prior to the date hereof. All employees hereof and will deliver or make available to Buyer promptly after the filing thereof a true, correct and complete copy of each Regulatory Document filed by any of the Company Companies, their Affiliates and its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized in the Company’s most recent Form ADV or incorporated by reference therein, and such disclosure is sufficient to comply, in all material respects, Funds with the requirements of Form ADV. To SEC after the Knowledge of date hereof and prior to the Company, there have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policiesClosing Date.

Business; Registrations. (a) The Company and its Subsidiaries have at all times since their respective formations Since January 1, 1999, KAR has been engaged solely in the business of providing Investment Management ServicesServices and certain related businesses and activities and has not engaged in any other business or activity of any kind. Since January 1, 1999, KAR has not sponsored or participated in the distribution by private offering or otherwise of any interests in any issuer that is required to register as an investment company (within the meaning of the Investment Company Act). (b) The Company has at all times as required by applicable Law been KAR is duly registered as an investment adviser under the Advisers Act. Each of the Company Act and is duly registered, licensed and or qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the material aspects of its business, except for failures to be so registered, licensed or qualified that do not have, either individually or in the aggregate, a Material Adverse Effect on KAR. The Company KAR is in compliance in all material respects with all applicable foreign, federal and state laws requiring registration, licensing or qualification as an investment adviser. KAR has delivered or made availableavailable to Buyer true, to the extent not publically available, to the Buyer true correct and complete copies of its most recent Form ADV, as amended to date, and has made available true, correct and complete copies of all of their other foreign and domestic state registration forms, likewise as amended to date. The information contained in such forms was true true, correct and complete in all material respects aspects at the time of filing and the Company has made all amendments to such forms been amended or modified as it is required to make under by applicable Laws, as applicable. The Company’s investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities in order for them to conduct the business presently conducted by the Company and such representatives in the manner presently conductedlaw. (c) None of the Company, the Sellers or, to the Knowledge of the Company, Neither KAR nor any other Person “associated” "affiliated person" (as defined under in the Advisers Investment Company Act) with the Company, has been convicted of any crime thereof is ineligible pursuant to Section 9(a) or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e9(b) of the Advisers Investment Company Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company company. Neither KAR nor any "associated person" (as defined in the Advisers Act) thereof is ineligible pursuant to Section 9(a203 of the Advisers Act to serve as an investment adviser or as an associated person to a registered investment adviser. Neither KAR nor any "associated person" (as defined in the Advisers Act) has been convicted of any crime or 9(bhas engaged in any conduct that would require disclosure under Rule 206(4)-4(a)(2) under the Advisers Act or under applicable state law. Neither KAR nor any "associated person" (as defined in the Exchange Act) thereof is ineligible pursuant to Section 15(b) of the Investment Company Exchange Act or (iii) being ineligible to serve as a broker-dealer or as an associated person of to a registered broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Company, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocationdealer. (d) None of the Company, any of its Subsidiaries or any of its representatives (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 2009, neither the Company nor or any of its Subsidiaries has been a “broker” or “dealer” within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d)the Disclosure Schedule, since January 1KAR has all permits, 2009licenses, neither certificates of authority, orders and approvals of, and have made all filings, applications and registrations with, Governmental Entities (collectively, the Company nor any "Licenses") that are required in order to permit them to carry on the Business as presently conducted and the absence of its Subsidiaries has at any time been which would, individually or in the aggregate, have a “commodity pool operator” or “commodity trading adviser” within Material Adverse Effect on KAR; such Licenses are in full force and effect, except where the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, is registered or required failure to be registered as in full force and effect would not have a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth Material Adverse Effect on Schedule 5.23(d), no Person other than employees of the Company renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries or solicits Advisory Clients with respect to the provision of Investment Management Services by the Company or any of its SubsidiariesKAR. (e) The Company Each Equityholder and its Subsidiaries each other Person "associated" (as defined under the Advisers Act) with KAR has all Licenses that are required in connection with the conduct of the Business as presently conducted and the absence of which would have adopted or could reasonably be expected to have, individually or in the aggregate, a written policy regarding xxxxxxx xxxxxxx Material Adverse Effect on KAR; such Licenses are in full force and conflicts effect, except where the failure to be in full force and effect would not have a Material Adverse Effect on KAR. (f) As of interest their respective dates, the Regulatory Documents of KAR and a Code of Ethics which complies, and has the Fund complied since January 1, 2009, in all material respects with all applicable provisions of Section 204A the requirements of the Advisers ActSecurities Laws applicable to such Regulatory Documents, and none of such Regulatory Documents, as of their respective dates or as of such other dates as so required under the Securities Laws, contained any untrue statement of a true material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. KAR has previously delivered or made available to Buyer a true, correct and complete copy of whicheach such Regulatory Document filed with the SEC after January 1, as in effect on the date hereof, has been delivered to the Buyer 2000 and prior to the date hereof. All employees hereof and will deliver or make available to Buyer promptly after the filing thereof a true, correct and complete copy of each Regulatory Document filed by any of KAR and the Company and its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized in the Company’s most recent Form ADV or incorporated by reference therein, and such disclosure is sufficient to comply, in all material respects, Fund with the requirements of Form ADV. To SEC after the Knowledge of date hereof and prior to the Company, there have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policiesClosing Date.

Business; Registrations. (a) The Company and its Subsidiaries have at all times since their respective formations been engaged solely in the business of providing Investment Management Services. (b) The Company has at all times as Each CC Party that is required by applicable Law been duly to be registered as an investment adviser under the Advisers Act, or otherwise registered under any foreign or domestic law regulating investment advisers, at any time (each, a “CC Adviser”) has been so registered at all such times as required. Each CC Adviser as of the Company date hereof is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the material aspects of its business. The Company CC has delivered or made available, available to the extent not publically available, to the Buyer CFI true and complete copies of its the most recent Form ADV, as amended to date, and all of their ADV or other registration forms required under any other foreign and or domestic registration formslaw regulating investment advisers of each CC Adviser, likewise as amended to date. The information contained in each such forms registration form was true and complete complete, in all material respects at the time of filing and the Company each CC Adviser has made all amendments to such forms as it is required to make under applicable Laws, as applicableand when due. The Company’s Each CC Advisers’ investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities in order for them to conduct the business presently conducted by the Company any such CC Adviser and such representatives in the manner presently conducted. (cb) None of the CompanyNo CC Adviser, the Sellers or, to the Knowledge of the Company, nor any other Person “associated” (as defined under the Advisers Act) with the Companyany CC Adviser, has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person Person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the CompanyCC, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. (dc) None of the Company, any of its Subsidiaries or any of its representatives (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 20092012, neither the Company nor or any of its Subsidiaries no CC Party has been a “broker” or “dealer” within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d), since Since January 1, 20092012, neither the Company nor any of its Subsidiaries no CC Party has at any time been a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries or any of the SellersNo CC Party , nor any of the Company’s or any of its Subsidiaries’ other members of the board of managersmembers, directors, officers or employeesemployees of the foregoing, is registered or required to be registered as a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth on Schedule 5.23(d), no No Person other than employees of the Company a CC Party renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries or solicits Advisory Clients with respect to the provision of Investment Management Services by the Company or any of its SubsidiariesCC Parties. (ed) The Company and its Subsidiaries have CC has adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a “Code of Ethics Ethics” which covers the Subject Entities and complies, and has complied since January 1, 20092012, in all material respects with all applicable provisions of Section 204A of the Advisers Act, and a true and complete copy of which, as in effect on the date hereof, has been delivered to the Buyer CFI prior to the date hereof. All employees of the Company and its Subsidiaries CC Parties have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries CC Parties with respect to avoiding conflicts of interest are as summarized in the CompanyCC Adviser’s most recent Form ADV or incorporated by reference therein, and such disclosure is sufficient to comply, in all material respects, with the requirements of Form ADV. To the Knowledge of the CompanyCC , there have been no material violations or allegations of material violations by employees of the Company CC Parties of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policies.

Business; Registrations. (a) The Company and its Subsidiaries have at all times since their respective formations been engaged solely in the business of providing Investment Management Services. (b) The Company has at all times as required by applicable Law been is duly registered as an investment adviser under the Investment Advisers Act. Each of the Company Act and is duly registered, licensed and or qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the material aspects of its business. Except as set forth in Section 3.25 of the Company Disclosure Schedule, the Company is in compliance in all material respects with all applicable foreign, federal and state laws requiring registration, licensing or qualification as an investment adviser. The Company has delivered or made availableavailable to Parent true, to the extent not publically available, to the Buyer true correct and complete copies of its most recent Form ADV, as amended to date, and has made available true, correct and complete copies of all of their other foreign and domestic state registration forms, likewise as amended to date. The information contained in such forms was true true, correct and complete in all material respects aspects at the time of filing and the Company has made all amendments to such forms been amended or modified as it is required to make under by applicable Laws, as applicable. The Company’s investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities in order for them to conduct the business presently conducted by the Company and such representatives in the manner presently conductedlaw. (cb) None The Company is not, nor as of the CompanyClosing will it be, an "investment company," within the Sellers or, to the Knowledge meaning of the Company, any other Person “associated” (as defined under the Advisers Act) with the Company, has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) , which is required to a be registered investment company pursuant to Section 9(a) or 9(b) as such under such Act. The Company is not, nor as of the Investment Company Act Closing will it be, a "broker" or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Company, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. (d) None of the Company, any of its Subsidiaries or any of its representatives (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 2009, neither the Company nor or any of its Subsidiaries has been a “broker” or “"dealer” " within the meaning of the Exchange Act. Except The Company is not, nor as set forth on Schedule 5.23(d)of the Closing will it be, since January 1, 2009, neither the Company nor any of its Subsidiaries has at any time been a “commodity trading advisor or a commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, operator which is registered or required to be registered as a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative such with the Commodity Futures Trading Commission (the "CFTC") or associated person, a counseling officer, an insurance agent, a sales person the National Futures Association. Copies of all inspection reports or in any similar capacity with documents furnished to the Company by the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD CFTC or the securities commission of any state or any self-foreign regulatory body. Except as set forth on Schedule 5.23(d), no Person other than employees of the Company renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries or solicits Advisory Clients with respect to the provision of Investment Management Services by the Company or any of its Subsidiaries. (e) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a Code of Ethics which complies, and has complied authorities since January 1, 2009, in all material respects with all applicable provisions of 1998 are listed on Section 204A of the Advisers Act, and a true and complete copy of which, as in effect on the date hereof, has been delivered to the Buyer prior to the date hereof. All employees 3.25 of the Company Disclosure Schedule and its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policiesbeen provided to Parent. The policies Company is not required to disclose any information to clients under Rule 206(4)-4 promulgated under the Investment Advisers Act. (c) Each Seller and each other Person "associated" (as defined under the Investment Advisers Act) with the Company holds all permits, licenses, certificates of authority, exemptions, orders, and approvals that are required in connection with the conduct of the business as presently conducted. Such permits and licenses are in full force and effect, except where the failure to be in full force and effect would not have a Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized in the Company’s most recent Form ADV or incorporated by reference therein, and such disclosure is sufficient to comply, in all material respects, with the requirements of Form ADV. To the Knowledge of the Company, there have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policiesMaterial Adverse Effect.

Business; Registrations. (a) The Each BlueMountain Operating Company and its Subsidiaries have has at all times since their respective formations its inception been engaged solely in the business of providing Investment Management Services, holding interests in Persons that provide Investment Management Services or holding interests in BlueMountain Funds. (b) The Each of Management Company LLC (and any predecessors thereto), Fuji Management LLC (and any predecessors thereto) and CLO Management LLC (and any predecessors thereto) (collectively, the “RIAs”) has at all times as required by applicable Law since January 1, 2017, been duly registered as an investment adviser under the Advisers Act. Each of the Company is duly Act and registered, licensed and or qualified as an investment adviser in all jurisdictions each jurisdiction where the conduct of its business required or requires such registration, licensing or qualification qualification. None of the other BlueMountain Operating Companies or BlueMountain Subsidiaries is required in order to conduct be registered as an investment adviser under the material aspects of its businessAdvisers Act or any other applicable Law or Regulation. The Company Each RIA has delivered or made available, to the extent not publically available, to the Buyer Purchaser true and complete copies of its most recent Form ADV, as amended to dateas of the date hereof, and each of the BlueMountain Operating Companies has delivered or made available to Purchaser true and complete copies of all of their its other foreign and domestic registration forms, likewise as amended to dateas of the date hereof. The At all times since January 1, 2017, the information contained in such forms (and in any such forms filed by any predecessors thereto) was true and complete in all material respects at the time of filing and the Company each RIA has made all material amendments to such forms as it is they are required to make under applicable Laws, as applicableLaws and Regulations. The Company’s investment adviser representatives Each BlueMountain Operating Company and each of its supervised persons (as such that term is defined in Rule 203A-3(a) under the Advisers Act) have all material permits, registrations, qualifications, licenses, notice or other filing, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities foreign, federal, state or local authorities in order for them to conduct the business businesses presently conducted by the Company BlueMountain Operating Companies and the BlueMountain Subsidiaries, as the case may be, and such representatives supervised persons in the manner presently conducted. Each such License is and has been since January 1, 2017, valid, is in full force and effect and is not the subject of any pending or, to the Knowledge of the BlueMountain Operating Companies, threatened administrative or judicial proceeding to revoke, cancel, suspend, modify or declare such License invalid or deficient in any respect. The books and records of the BlueMountain Operating Companies and BlueMountain Subsidiaries, as applicable, relating to Investment Advisory Services are complete and correct in all material respects and, have been maintained, in all material respects, in accordance with applicable Laws and Regulations. (c) None of the CompanyBlueMountain Operating Companies, the BlueMountain Subsidiaries, the BlueMountain Sellers or, to the Knowledge of the CompanyBlueMountain Operating Companies, any other Person “associated” (as defined under within the meaning of Section 202(a)(17) of the Advisers Act) with the Companyforegoing, has at any time since January 1, 2017, been convicted of any crime or is or has at any time since January 1, 2017, been engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, or (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Company, BlueMountain Operating Companies there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. To the Knowledge of the BlueMountain Operating Companies, no “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act is applicable to any of the BlueMountain Operating Companies, the BlueMountain Subsidiaries, any BlueMountain Seller or any Person listed in the first paragraph of Rule 506(d)(1) promulgated under the Securities Act (in each case with respect to a BlueMountain Operating Company, a BlueMountain Subsidiary or a BlueMountain Fund as an issuer). (d) None of the Company, any of its Subsidiaries BlueMountain Operating Companies (or any of its representatives predecessor thereto) or the BlueMountain Subsidiaries (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 2009, neither the Company nor or any of its Subsidiaries predecessor thereto) has at any time been a “broker” or “dealer” within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d2.15(d), none of the BlueMountain Operating Companies or the BlueMountain Subsidiaries (or any predecessor thereto) has at any time since January 1, 20092017, neither the Company nor any of its Subsidiaries has at any time been a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange ActAct or the regulations of the Commodity Futures Trading Commission, or a trust company. None Except as set forth on Schedule 2.15(d), none of the Company BlueMountain Operating Companies or the BlueMountain Subsidiaries (or any of predecessor thereto), the Subsidiaries or any of the BlueMountain Sellers, nor any of or the Company’s or any of its SubsidiariesBlueMountain Operating Companies’ other members of the board of managersdirectors, officers or employees, (i) is registered or required to be registered as a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a retail forex dealer, a broker, a dealer, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD FINRA or the securities commission of any state or any self-regulatory body; or (ii) is a member or member firm of a U.S. designated contract market, as such term is defined in the Commodity Exchange Act. Except as set forth on Schedule 5.23(d), no No Person other than employees of the Company renders Investment Management Services to or on behalf of Advisory Clients of the any BlueMountain Operating Company or any BlueMountain Subsidiary, other than full-time employees of its Subsidiaries the RIAs (or solicits Advisory Clients with respect to the provision of Investment Management Services by the Company or any of its Subsidiariesa relying adviser thereof). (e) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a Code of Ethics which complies, and has complied BMCP London is duly authorized by the FCA as an authorized person under the FSMA. At all times since January 1, 20092017, BMCP London has timely filed all documents required to be filed with the FCA under applicable law (each, an “FCA Document”) and has paid all fees and assessments due and payable in connection therewith. At all times since January 1, 2017, as of the date of its filing or amendment, each such FCA Document complied in all material respects with all applicable provisions of Section 204A Laws and Regulations. Except for BMCP London, none of the Advisers ActBlueMountain Operating Companies or the BlueMountain Subsidiaries is required to be, and a true and complete copy of whichor at any time since January 1, as in effect on the date hereof2017, has been delivered to the Buyer prior to the date hereof. All employees been, authorized by any Governmental Authority of the United Kingdom, whether under the FSMA or otherwise. (f) Since January 1, 2017, each BlueMountain Operating Company and its Subsidiaries have executed acknowledgments that they are bound by the provisions each BlueMountain Subsidiary (and any and all predecessors of such Codes of Ethics either) has filed (after giving effect to any extensions and xxxxxxx xxxxxxx immaterial delays) all material forms, reports, registration statements, schedules and conflicts policies. The policies of the Company and its Subsidiaries other documents, together with any amendments required to be made with respect thereto, that were required to avoiding conflicts of interest are as summarized in the Company’s most recent Form ADV or incorporated by reference therein, be filed with any Governmental Authority pursuant to applicable Laws and such disclosure is sufficient to comply, in all material respects, with the requirements of Form ADVRegulations. To the Knowledge of the CompanyBlueMountain Operating Companies, there have been no such filing contained any material violations misstatement or allegations omission at the time of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policiesfiling.

Business; Registrations. (a) The Company Xxxxxx Companies and its Subsidiaries the WY LLC have at all times since their respective formations inceptions been engaged solely in the business of providing Investment Management Services. (b) The Company Each of FAI FAID and the WY LLC has at all times as required by applicable Law since its inception been duly registered as an investment adviser under the Advisers ActAct (PROVIDED that the WY LLC succeeded to the registration of FAI as an investment adviser on or about June 1, 2001, and thereafter FAI has not been a registered investment adviser under the Advisers Act (nor required to be registered as such by applicable Laws and Regulations)). Each of FAID and the Company WY LLC is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the material aspects of its business. The Company has Xxxxxx Companies have delivered or made available, to the extent not publically available, to the Buyer AMG true and complete copies of its FAID's and the WY LLC's most recent Form ADV, as amended to date, and all of their such entities' respective other foreign and domestic registration forms, likewise as amended to date. The information contained in such forms was true and complete in all material respects at the time of filing and the Company has Xxxxxx Companies and the WY LLC have made all amendments to such forms as it is they are required to make under applicable Laws, as applicableLaws and Regulations. The Company’s Each of the Xxxxxx Companies and the WY LLC and each of their investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have have, and after giving effect to the Closing and the DE LLC Asset Transfer, each of the LLCs and each of their investment adviser representatives will have, all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “"Licenses”") required from all Governmental Authorities foreign, federal, state or local authorities in order for them to conduct the business businesses presently conducted by the Company Xxxxxx Companies and the WY LLC and such representatives in the manner presently conducted and proposed to be conducted. None of the Xxxxxx Companies, any of such representatives or the LLCs is subject to any limitation imposed in connection with one or more of the Licenses. None of the Xxxxxx Companies or the LLCs has been a "broker" or "dealer" within the meaning of the Exchange Act, a "commodity pool operator" or "commodity trading adviser" within the meaning of the Commodity Exchange Act, or a trust company, at any time since its inception. None of the Xxxxxx Companies, the LLCs or any of the Stockholders, nor any of the Xxxxxx Companies' or the LLCs' other directors, officers or employees, is registered or required to be registered as a broker or dealer, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth on SCHEDULE 3.18(b), no person other than a full-time employee of one of the Xxxxxx Companies or the LLCs renders Investment Management Services to or on behalf of Clients of the Xxxxxx Companies or the LLCs or solicits Clients with respect to the provision of Investment Management Services by either of the Xxxxxx Companies or the LLCs. (c) None of the CompanyXxxxxx Companies, the Sellers LLCs or, to the Knowledge of the CompanyXxxxxx Companies, any other Person “person "associated” " (as defined under both the Investment Company Act and the Advisers Act) with either of the CompanyXxxxxx Companies or the LLCs, has have been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the CompanyXxxxxx Companies, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. (d) None of the Company, any of its Subsidiaries or any of its representatives (including without limitation the Sellers) is subject to any material limitation imposed in connection with one or more of the Licenses. Since January 1, 2009, neither the Company nor or any of its Subsidiaries has been a “broker” or “dealer” within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d), since January 1, 2009, neither the Company nor any of its Subsidiaries has at any time been a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, is registered or required to be registered as a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth on Schedule 5.23(d), no Person other than employees of the Company renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries or solicits Advisory Clients with respect to the provision of Investment Management Services by the Company or any of its Subsidiaries. (e) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a Code of Ethics which complies, and has complied since January 1, 2009, in all material respects with all applicable provisions of Section 204A of the Advisers Act, and a true and complete copy of which, as in effect on the date hereof, has been delivered to the Buyer prior to the date hereof. All employees of the Company and its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized in the Company’s most recent Form ADV or incorporated by reference therein, and such disclosure is sufficient to comply, in all material respects, with the requirements of Form ADV. To the Knowledge of the Company, there have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policies.

Business; Registrations. (a) The Company is and has, since its Subsidiaries have at all times since their respective formations inception, been engaged solely in the business of providing Investment Management Services. The Company does not provide Investment Management Services to (i) any issuer that is an investment company (within the meaning of the Investment Company Act) other than the Mutual Funds and the Foreign Funds and the clients listed in Schedule 3.18(a), (ii) any issuer 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, other than the Private Funds (as such term is defined in Section 13.1 hereof), or (iii) any issuer other than the Mutual Funds and the Foreign Funds and the clients listed in Schedule 3.18(a) 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. (b) The Company has at all times as required by applicable Law is and has, since its inception, been duly registered as an investment adviser under the Advisers Act. Each of the The Company is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct its business and where the material aspects failure to be so registered, licensed or qualified could reasonably be expected to have a Material Adverse Effect on the Company or the LLC. The Company is in compliance with all foreign, federal and state laws requiring registration, licensing or qualification as an investment adviser and has currently effective notice filings in each of its businessthe jurisdictions listed in Schedule 3.18(b). The Company has delivered or made availableto AMG, to the extent not publically available, to the Buyer true and complete copies of its most recent Form ADV, as amended to date, and has made available copies of all of their other foreign and domestic state registration forms, likewise as amended to date. The information contained in such forms was true and complete in all material respects at the time of filing and the Company has made all amendments to such forms as it is required to make under any applicable Lawslaws. Neither the Company nor, as applicable. The Company’s investment adviser representatives (as such term is defined in Rule 203A-3(a) under to the Advisers Act) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities in order for them to conduct the business presently conducted by knowledge of the Company and such representatives in the manner presently conducted. (c) None of the Company, the Sellers or, to the Knowledge of the CompanyMajority Stockholders, any other Person “person "associated” " (as defined under the Advisers Act) with the Company, has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or would need to be disclosed pursuant to Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge knowledge of the CompanyCompany and the Majority Stockholders, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation. . The Company and each of its investment adviser representatives (das such term is defined in Rule 203A-3(a) None under the Advisers Act) has, and after giving effect to the Closing and the LLC Contribution, the LLC and each of such representatives will have, all permits, registrations, licenses, franchises, certifications and other approvals (collectively, the "Licenses") required from foreign, federal, state or local authorities in order for it to conduct the businesses presently conducted by the Company in the manner presently conducted by the Company, any of its Subsidiaries or any of its representatives (including without limitation . Neither the Sellers) Company nor the LLC is subject to any material limitation imposed in connection with one or more of the LicensesLicenses which could reasonably be expected to have a Material Adverse Effect on the Company, the LLC or AMG. Since January 1, 2009, neither the The Company nor is not a "broker" or any of its Subsidiaries has been a “broker” or “"dealer” " within the meaning of the Exchange Act. Except as set forth on Schedule 5.23(d), since January 1, 2009, neither the Company nor any of its Subsidiaries has at any time been or a “"commodity pool operator” " or “"commodity trading adviser” " within the meaning of the Commodity Exchange Act, or a trust company. None of the Company or any of the Subsidiaries or any of the Sellers, nor any of the Company’s or any of its Subsidiaries’ other members of the board of managers, officers or employees, and employees is registered or required to be registered as a broker or dealer, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, an insurance agent, a sales person or in any similar capacity with the SEC, the Commodity Futures Trading Commission, the National Futures Association, the NASD or the securities commission of any state or any self-regulatory body. Except as set forth described on Schedule 5.23(d3.18(b), no Person person other than employees a full-time employee of the Company renders Investment Management Services to or on behalf of Advisory Clients of the Company or any of its Subsidiaries of, or solicits Advisory Clients clients with respect to to, the provision of Investment Management Services by by, the Company or any of its SubsidiariesCompany. (ec) The Company and its Subsidiaries have adopted a written policy regarding xxxxxxx xxxxxxx and conflicts of interest and a Code of Ethics which complies, and has complied since January 1, 2009, no investment adviser representatives (as such term is defined in all material respects with all applicable provisions of Section 204A of Rule 203A-3(a) under the Advisers Act, and a true and complete copy ). (d) The only place of which, as in effect on business (within the date hereof, has been delivered to meaning of Rule 203A-3(b) under the Buyer prior to the date hereof. All employees Advisers Act) of the Company and is its Subsidiaries have executed acknowledgments that they are bound by the provisions of such Codes of Ethics and xxxxxxx xxxxxxx and conflicts policies. The policies of the Company and its Subsidiaries with respect to avoiding conflicts of interest are as summarized principal office in the Company’s most recent Form ADV or incorporated by reference thereinBoston, and such disclosure is sufficient to comply, in all material respects, with the requirements of Form ADV. To the Knowledge of the Company, there have been no material violations or allegations of material violations by employees of the Company of such Codes of Ethics, such xxxxxxx xxxxxxx policies or such conflicts policiesMassachusetts.