Common use of Code of Ethics; Compliance Procedures; Compliance Clause in Contracts

Code of Ethics; Compliance Procedures; Compliance. (a) The Enhanced Adviser Entities have adopted (and since January 1, 2017 have maintained at all times required by applicable Law (i) a written code of ethics, as required by Rule 204A-1 under the Advisers Act, (ii) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (iii) policies and procedures with respect to the protection of non-public personal information about customers, clients and other third parties designed to assure compliance with applicable Law, (iv) a proxy voting policy as required by Rule 206(4)-6 under the Advisers Act, (v) anti-money laundering and customer identification programs in compliance with applicable Law, (vi) policies and procedures with respect to business continuity plans in the event of business disruptions, (vii) policies and procedures for the allocation of investments purchased for its clients and (viii) all other policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act (all of the foregoing policies and procedures being referred to collectively as “Adviser Compliance Policies”), and have designated and approved a chief compliance officer. Since January 1, 2017, there have been no material violations or allegations of material violations of the Adviser Compliance Policies. True and correct copies of the Adviser Compliance Policies have been delivered to the Buyer prior to the date hereof. (b) The Enhanced Adviser Entities have conducted an oral or written review of the adequacy of such Adviser Compliance Policies for each 12-month period ended December 31 from 2017 through 2019 and the Enhanced Adviser Entities have determined, based upon such reviews, that the Adviser Compliance Policies have been effectively implemented in all material respects and in accordance with applicable Law. (c) Neither any Enhanced Entity or GP Entity nor, to the knowledge of the Companies, any of the persons associated with any Enhanced Entity or GP Entity as specified in Section 506 of Regulation D under the Securities Act are subject to any of the disqualifying events listed in Section 506. (d) Since January 1, 2017, no member or part of the Enhanced Organization and, to the knowledge of the Companies, no director, trustee, officer or employee of the Enhanced Organization, has used any funds for campaign contributions that would cause any Enhanced Adviser Entity to be in violation of Rule 206(4)-5 of the Advisers Act.

Code of Ethics; Compliance Procedures; Compliance. (a) The Enhanced Adviser Entities have Company has adopted (and since January 1, 2017 have 2015 has maintained at all times required by applicable Law Applicable Law) (i) a written code of ethics, as required by Rule 204A-1 under the Advisers Act, (ii) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (iii) policies and procedures with respect to the protection of non-public personal information about customers, clients and other third parties designed to assure compliance with applicable Applicable Law, (iv) a proxy voting policy as required by Rule 206(4)-6 under the Advisers Act, (v) anti-money laundering and customer identification programs in compliance with applicable Applicable Law, ; (vi) policies and procedures with respect to business continuity plans in the event of business disruptions, ; (vii) policies and procedures for the allocation of investments purchased for its clients and (viii) all other policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act (all of the foregoing policies and procedures being referred to collectively as “Adviser Compliance Policies”), and have has designated and approved a chief compliance officer. Since January 1, 2017, there There have been no material violations or allegations of material violations of the Adviser Compliance Policies. True and correct copies of the Adviser Compliance Policies have been delivered to the Buyer prior to the date hereof. (b) The Enhanced Adviser Entities have Company has conducted an oral or written review of the adequacy of such Adviser Compliance Policies for each 12-month period ended December 31 from 2017 2015 through 2019 and the Enhanced Adviser Entities have Company has determined, based upon such reviews, that the Adviser Compliance Policies have been effectively implemented in all material respects and in accordance with applicable Applicable Law. (c) Neither any Enhanced Entity or GP Entity member of the Company Group nor, to the knowledge Knowledge of the CompaniesCompany, any of the persons associated with any Enhanced Entity or GP Entity member of the Company Group as specified in Section 506 of Regulation D under the Securities Act are subject to any of the disqualifying events listed in Section 506. (d) Since January 1, 20172015, no member or part of the Enhanced TB Organization and, to the knowledge Knowledge of the CompaniesCompany, no director, trustee, officer or employee of the Enhanced any TB Organization, has used any funds for campaign contributions that would cause any Enhanced Adviser Entity member of the Company Group to be in violation of Rule 206(4)-5 of the Advisers Act.

Code of Ethics; Compliance Procedures; Compliance. (a) The Enhanced Adviser Entities have Company has adopted (and since January 1, 2017 have has maintained at all times required by applicable Law Applicable Law) (i) a written code of ethics, as required by Rule 204A-1 under the Advisers Act, (ii) a written policy regarding xxxxxxx xxxxxxx xxxxxxx, conflicts of interest and the protection of material non-public nonpublic information, (iii) policies and procedures with respect to the protection of non-public nonpublic personal information about customers, clients and other third parties designed to assure compliance with applicable Applicable Law, (iv) a proxy voting policy as required by Rule 206(4)-6 under the Advisers Act, (v) anti-money laundering and customer identification programs in compliance with applicable Applicable Law, ; (vi) policies and procedures with respect to business continuity plans in the event of business disruptions, ; (vii) policies and procedures for the allocation of investments purchased for its clients and (viii) all other policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act (all of the foregoing policies and procedures being referred to collectively as “Adviser Compliance Policies”), and have has designated and approved a chief compliance officer. Since January 1, 2017Except as set forth on Schedule 5.25(a) of the Company Disclosure Schedule, there have been no material violations or or, to the Knowledge of the Company, allegations of material violations of the Adviser Compliance Policies. True and correct copies of the Adviser Compliance Policies have been delivered to the Buyer prior to the date hereof. In addition, all employees of the Company have executed acknowledgments that they are bound by the provisions of the Company’s code of ethics and xxxxxxx xxxxxxx and conflicts policies. (b) Since January 1, 2017, there have been no (i) claims for or losses or thefts of data or, to the Knowledge of the Company, security breaches relating to data used in the business of the Company Group or any Advisory Client; (ii) claims for or, to the Knowledge of the Company, violations of any security policy regarding any such data; (iii) claims for or, to the Knowledge of the Company, unauthorized access or unauthorized use of any such data; or (iv) claims for or, to the Knowledge of the Company, unintended or improper disclosure of any personally identifiable information in the possession, custody or control of any member of the Company Group or any Advisory Client or a contractor or agent acting on behalf of any member of the Company Group or any Advisory Client. The Enhanced Adviser Entities have transactions contemplated hereunder will not violate any third-party privacy policy or terms of use relating to the use, dissemination, or transfer or any such data or information. (c) The Company has conducted an oral or written review of the adequacy of such Adviser Compliance Policies for each 12-month twelve (12)-month period ended December 31 from 2017 through 2019 at all times required by Applicable Law. Since January 1, 2017, no such annual review has identified any material deficiencies in the Adviser Compliance Policies and the Enhanced Adviser Entities have Company has determined, based upon such reviews, that the Adviser Compliance Policies have been effectively implemented in all material respects and in accordance with applicable Applicable Law. (cd) Neither any Enhanced Entity or GP Entity member of the Company Group nor, to the knowledge Knowledge of the CompaniesCompany, any of the persons associated with any Enhanced Entity or GP Entity member of the Company Group as specified in Section 506 of Regulation D under the Securities Act are subject to any of the disqualifying events listed in Section 506. (de) Since January 1, 2017, no member or part of the Enhanced WTI Organization and, to the knowledge Knowledge of the CompaniesCompany, no director, trustee, officer or employee of the Enhanced any WTI Organization, has used any funds for campaign contributions that would cause any Enhanced Adviser Entity member of the Company Group to be in violation of Rule 206(4)-5 of the Advisers Act. (f) Except as set forth on Schedule 5.25(f) of the Company Disclosure Schedule, 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) the WTI Funds, (ii) the Registered Funds, (iii) the Company Group, (iv) any other officer, member, owner or employee of the Company (in each case, in connection with the business of the Company, WTI Fund or Registered Fund), or (v) any Advisory Client of the Company (in connection with the provision of Investment Management Services to such Advisory Client by the Company, WTI Fund or any Registered Fund). (g) Since January 1, 2017, with respect to each Advisory Client, each investment made by the Company on behalf of such Advisory Client has been made in accordance with such Advisory Client’s investment policies, guidelines and restrictions set forth in (or otherwise provided to Company Group pursuant to or in connection with) its advisory contract in effect at the time the investments were made (and, with respect to each Advisory Client that is a WTI Fund or Registered Fund, each investment has been made in accordance with such Advisory 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.

Code of Ethics; Compliance Procedures; Compliance. (a) The Enhanced Adviser Entities have Company has adopted (and since January 1, 2017 have 2015 has maintained at all times required by applicable Law Applicable Law) (i) a written code of ethics, as required by Rule 204A-1 under the Advisers Act, (ii) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (iii) policies and procedures with respect to the protection of non-public personal information about customers, clients and other third parties designed to assure compliance with applicable Applicable Law, (iv) a proxy voting policy as required by Rule 206(4)-6 under the Advisers Act, (v) anti-money laundering and customer identification programs in compliance with applicable Applicable Law, (vi) policies and procedures with respect to business continuity plans in the event of business disruptions, (vii) policies and procedures for the allocation of investments purchased for its clients and (viii) all other policies and procedures pursuant to Rule 206(4)-7 under the Advisers Act (all of the foregoing policies and procedures being referred to collectively as “Adviser Compliance Policies”), and have has designated and approved a chief compliance officer. Since January 1, 2017To the Knowledge of the Company, there have been no material violations or allegations of material violations of the Adviser Compliance Policies. True and correct copies of the Adviser Compliance Policies have been delivered to the Buyer prior to the date hereof. (b) The Enhanced Adviser Entities have Company has conducted an oral or written review of the adequacy of such Adviser Compliance Policies for each 12-month period ended December 31 from 2017 2015 through 2019 and the Enhanced Adviser Entities have Company has determined, based upon such reviews, that the Adviser Compliance Policies have been effectively implemented in all material respects and in accordance with applicable Applicable Law. (c) Neither any Enhanced Entity or GP Entity the Company nor, to the knowledge Knowledge of the CompaniesCompany, any of the persons associated with any Enhanced Entity or GP Entity the Company as specified in Section 506 of Regulation D under the Securities Act are subject to any of the disqualifying events listed in Section 506. (d) Since January 1, 20172015, no member or part of the Enhanced FP Organization and, to the knowledge Knowledge of the CompaniesCompany, no director, trustee, officer or employee of the Enhanced any FP Organization, has used any funds for campaign contributions that would cause any Enhanced Adviser Entity the Company to be in violation of Rule 206(4)-5 of the Advisers Act.

Code of Ethics; Compliance Procedures; Compliance. (a) The Enhanced Adviser Entities have CREM has adopted (and since January 1December 31, 2017 have 2018 has maintained at all times required by applicable Law Law) and has in effect (i) a written code of ethics, as required by Rule 204A-1 under the Advisers Act, (ii) a written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (iii) policies and procedures with respect to the protection of non-public personal information about customers, clients and other third parties designed to assure compliance with applicable Law, (iv) a proxy voting policy as required by Rule 206(4)-6 under the Advisers Act, (v) anti-money laundering and customer identification programs in compliance with applicable Law, (vi) policies and procedures with respect to business continuity plans in the event of business disruptions, (vii) policies and procedures for the allocation of investments purchased for its clients and (viii) all other policies and procedures pursuant reasonably designed to Rule 206(4)-7 under ensure CREM’s compliance in all material respects with the Advisers Act and applicable SEC guidance related thereto, including but not limited to Rules 206(4)-2, 206(4)-5, 206(4)-6 and 206(4)-7 thereunder (all of the foregoing policies and procedures being referred to collectively as “Adviser Compliance Policies”), and have (iii) all other policies and procedures required of CREM under the Advisers Act or other Securities Laws applicable to CREM, and has designated and approved a chief compliance officer. Since January 1, 2017. (b) To the knowledge of the Company, there have been no material violations or allegations of material violations of the Adviser Compliance Policies. To the knowledge of the Company, CREM and each CREM Client is and has been at all times since December 31, 2018 in compliance in all material respects with the Adviser Compliance Policies and all applicable Laws. True and correct copies of the Adviser Compliance Policies in effect as of the date hereof (including any reports or filings under such policies and procedures since December 31, 2018 relating to compliance by CREM and all of its directors, officers, and/or employees subject thereto) have been delivered to the Buyer Parent prior to the date hereof. (bc) The Enhanced Adviser Entities have conducted an oral or written review books and records of the adequacy of such Adviser Compliance Policies for each 12-month period ended December 31 from 2017 through 2019 CREM are complete and the Enhanced Adviser Entities have determined, based upon such reviews, that the Adviser Compliance Policies have been effectively implemented correct in all material respects and have been maintained in all material respects in accordance with all applicable requirements of the Advisers Act and any other applicable Law. (c) Neither any Enhanced Entity or GP Entity nor. At the Closing, to the knowledge all of the Companies, any books and records of the persons associated with any Enhanced Entity or GP Entity as specified in Section 506 of Regulation D under the Securities Act are subject CREM will be made available to any of the disqualifying events listed in Section 506Parent. (d) Since January As of the date of each filing, amendment or delivery, as applicable, each required filing of CREM’s Form ADV Parts 1, 20172A and 2B and Form PF with the SEC was timely filed and, no member or part at the time it was filed, and during the period of its authorized use, complied in all material respects with applicable Law and did not omit to state a fact necessary to make the statements therein not misleading in light of the Enhanced Organization andcircumstances under which they were made, in each case except as would not reasonably be expected to result in Liabilities or damages to the knowledge business of CREM in excess of the Companies, no director, trustee, officer or employee of the Enhanced Organization, has used any funds for campaign contributions that would cause any Enhanced Adviser Entity to be in violation of Rule 206(4)-5 of the Advisers ActSpecified Amount.